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.

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.

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 ATMs owned and primarily operated by the merchant, we do not receive any portion of the surcharge but rather the entire fee is earned by the merchant. In the U.K., ATM operators must either operate ATMs on a free-to-use (surcharge-free) or on a pay-to-use (surcharging) basis. On free-to-use ATMs in the U.K., we only earn interchange revenue on withdrawal and other transactions, such as balance inquiries. These fees are paid to us by the cardholder’s financial institution. On our pay-to-use ATMs, we only earn a surcharge fee on withdrawal transactions and no interchange is paid to us by the cardholder’s financial institution, except for non-cash withdrawal transactions, such as balance inquiries, for which interchange is paid to us by the cardholder’s financial institution. In Germany, we collect a surcharge fee on withdrawal transactions but generally do not receive interchange revenue. In Mexico, surcharge fees are generally similar to those charged in the U.S., except for ATMs that dispense U.S. dollars, where we charge an additional foreign currency exchange convenience fee. In Canada, surcharge fees are comparable to those charged in the U.S. and we also earn an interchange fee that is paid to us by the cardholder’s financial institution. As a result of our 2017 acquisitions, we now earn surcharge fees in Australia and New Zealand.

 Interchange revenue. An interchange fee is a fee paid by the cardholder’s financial institution for its customer’s use of an ATM owned by another operator and for the EFT network charges to transmit data between the ATM and the cardholder’s financial institution. We typically receive a majority of the interchange fee paid by the cardholder’s financial institution, with the remaining portion being retained by the EFT network. In the U.S., interchange fees are earned not only on cash withdrawal transactions but on any ATM transaction, including balance inquiries, transfers, and surcharge-free transactions. We also earn interchange revenues on all transactions occurring on our Allpoint network and on bank-branded transactions. See further discussion below regarding bank-branding and surcharge-free network revenues. In the U.K., interchange fees are earned on all ATM transactions other than pay-to-use cash withdrawals. Nearly all of our interchange revenues in the U.K. are generated over the LINK network. In Germany, our primary revenue source is surcharge fees paid by ATM users. Currently, we do not receive interchange revenue from transactions in Mexico due to rules promulgated by the Central Bank of Mexico, which became effective in May 2010. In Canada, interchange fees are determined by Interac, the interbank network in Canada, and have remained at a constant rate over the past few years. We also now earn interchange revenues on certain transactions in Australia, New Zealand, and South Africa as a result of our 2017 acquisitions.

STRATEGIC REPORT (continued)

institutions operating in the area, and other factors. We set bank-branding fees at levels that more than offset our anticipated lost surcharge revenue.

Under the Allpoint network, financial institutions that participate in the network pay us either a fixed monthly fee per cardholder or a fixed fee per transaction in exchange for us providing their cardholders with surcharge-free ATM access to our large network of ATMs. These fees are meant to compensate us for the lack of surcharge revenues. Although we forego surcharge revenues on those transactions, we continue to earn interchange revenues at a per transaction rate that is set by Allpoint. Allpoint also works with financial institutions that manage stored-value debit card programs on behalf of corporate entities and governmental agencies, including general purpose, payroll, and EBT cards. Under these programs, the issuing financial institutions pay Allpoint a fee per issued stored-value debit card or per transaction in return for allowing the users of those cards surcharge-free access to the Allpoint ATM network.

The interchange fees paid to us by both our bank-branding and Allpoint customers are earned on a per transaction basis and are included within the interchange revenue category.

 Managed services revenue. Under a managed service arrangement, we offer ATM-related services depending on the needs of our customers, including monitoring, maintenance, cash management, cash delivery, customer service, transaction processing, and other services. Our customers, who include retailers and financial institutions, may also at times request that we own the ATMs. Under a managed services arrangement, all of the surcharge and interchange fees are earned by our customer, whereas we typically receive a fixed management fee per ATM and/or a fixed fee per transaction in return for providing agreed- upon service or suite of services. For financial institutions, we have recently expanded our services and now provide managed service solutions for both their on-branch and off-branch ATMs. Currently, we offer managed services in the U.S., Canada, and Australia.

 Other revenue. In addition to the above, we also earn ATM operating revenues from transaction processing for third party ATM operators, advertising revenues, professional services, and other fees. The Company typically recognises these revenues as the services are provided and the revenues earned.

Our ATM operating revenues were comprised of the following parts for the periods presented in the table below.

Year Ended 31 December 2017 2016 Surcharge revenue 45.7 % 40.1 % Interchange revenue 32.7 37.3 Bank-branding and surcharge-free network revenues 13.2 15.7 Other revenues, including managed services 8.4 6.9 Total ATM operating revenues 100.0 % 100.0 %

ATM product sales and other revenues. We present revenues from the sale of ATMs and ATM-related equipment and other non-transaction-based revenues in the ATM product sales and other revenues line item in the accompanying Consolidated Statements of Operations. These revenues consist primarily of sales of ATMs and ATM-related equipment to merchants operating under merchant-owned arrangements, as well as sales under our value-added reseller (“VAR”) program. Under our VAR program, we primarily sell ATMs to associate VARs who in turn resell the ATMs to various financial institutions throughout the U.S.in territories authorised by the equipment manufacturer. We expect to continue to derive a portion of our revenues from sales of ATMs and ATM- related equipment in the future.

STRATEGIC REPORT (continued)

Developing Trends and Recent Events Reduction of physical branches by financial institutions in the U.S., the U.K., and other geographies. Due primarily to the expansion of services available through digital channels, such as online and mobile, and financial institution customers’ preferences towards these digital channels, many financial institutions have been de-emphasising traditional physical branches. This trend toward shifting more customer transactions to online and ATMs has helped financial institutions lower their operating costs. As a result, many banks have been reducing the number of physical branches they operate. However, financial institution customers still consider convenient access to ATMs to be an important criteria for maintaining an account with a particular financial institution. The closing of physical branches generally results in a removal of the ATMs that were at the closed branch locations and may create a void in physical presence for that financial institution. This creates an opportunity for us to provide the financial institution’s customers with convenient access to ATMs and to work with the financial institutions to preserve branded or unbranded physical points of presence through our ATM network.

Increase in surcharge-free offerings in the U.S. Many U.S. national and regional financial institutions aggressively compete for market share, and part of their competitive strategy is to increase their number of customer touch points, including the establishment of an ATM network to provide convenient, surcharge-free access to cash for their cardholders. While owning and operating a large ATM network would be a key strategic asset for a financial institution, we believe it would be uneconomical for all but the largest financial institutions to own and operate an extensive ATM network. Bank-branding of ATMs and participation in surcharge-free networks allow financial institutions to rapidly increase surcharge-free ATM access for their customers at a lower cost than owning and operating ATM networks. These factors have led to an increase in bank-branding and participation in surcharge-free ATM networks, and we believe that there will be continued growth in such arrangements.

Managed services. While many financial institutions (and some retailers) own and operate significant networks of ATMs that serve as extensions of their branch networks and increase the level of service offered to their customers, large ATM networks are costly to own and operate and typically do not provide significant revenue for financial institutions or retailers. Owning and operating a network of ATMs is not a core competency for the majority of financial institutions or retailers; therefore, we believe there is an opportunity for a large non-bank ATM owner/operator, such as ourselves, with lower costs and an established operating history, to contract with financial institutions and retailers to manage their ATM networks. Such an arrangement could reduce a financial institution or retailer’s operating costs while extending their customer service. Additionally, we believe there are opportunities to provide selected ATM-related services on an outsourced basis, such as transaction processing services, to other independent owners and operators of ATMs.

Growth in other automated consumer financial services. The majority of all ATM transactions in our geographies are cash withdrawals, with the remainder representing other banking functions such as balance inquiries, transfers, and deposits. We believe that there are opportunities for a large non-bank ATM owner/operator, such as ourselves, to provide additional financial services to customers, such as bill payments, check cashing, deposit taking, money transfers, and stored-value debit card reload services. These additional automated consumer financial services could result in additional revenue streams for us and could ultimately result in increased profitability. However, they would require additional capital expenditures on our part to offer these services more broadly and would increase regulatory compliance activities.

Increase in usage of stored-value debit cards. In the U.S., we have seen a proliferation in the issuance and acceptance of stored-value debit cards as a means for consumers to access their cash and make routine retail purchases over the past ten years. Based on published studies, the value loaded on stored-value debit cards such as open loop network- branded money and financial services cards, payroll and benefit cards, and social security cards is expected to continue to increase in the next few years.

STRATEGIC REPORT (continued)

We believe that our network of ATMs, located in well-known retail establishments throughout the U.S., provides a convenient and cost-effective way for stored-value cardholders to access their cash and potentially conduct other financial services transactions. Furthermore, through our Allpoint network, we partner with financial institutions that manage stored-value debit card programs on behalf of corporate entities and governmental agencies, and we are able to provide the users of those cards convenient, surcharge-free access to their cash. We believe that the number of stored-value debit cards being issued and in circulation has increased significantly over the last several years and represents a growing portion of our total withdrawal transactions at our ATMs in the U.S.

 United Kingdom. The U.K. is the largest ATM market in Europe. According to LINK (which connects the ATM networks of all the U.K. ATM operators), approximately 71,000 ATMs were deployed in the U.K. as of December 2017, of which approximately 40,000 were operated by non-banks (inclusive of our 22,000 ATMs). Similar to the U.S., electronic payment alternatives have gained popularity in the U.K. in recent years. However, according to the Bank of England cash is still the primary payment method preferred by consumers, representing over 50% of spontaneous payments. Due to the maturing of the ATM market, we have seen both the number of ATM deployments and withdrawals slow in recent years, and there has been a shift from fewer pay-to-use ATMs to more free-to-use ATMs. During 2013 and 2014 we significantly expanded in the U.K. through the acquisition of Cardpoint, and Sunwin and via a new ATM placement agreement with Co-op Food. In January 2017, we further expanded our operations in the U.K. through our acquisition of DCPayments.

 Germany. We entered the German market in August 2013 through our acquisition of Cardpoint. The German ATM market is highly fragmented and may be under-deployed, based on its population’s high use of cash relative to other markets in which we operate, such as the U.S. and the U.K. There are approximately 58,000 ATMs in Germany that are largely deployed in bank branch locations. This fragmented and potentially under- deployed market dynamic is attractive to us, and as a result, we believe there are a number of opportunities for growth in this market.

 Canada. We entered the Canadian market in October 2011 through a small acquisition, and further expanded our presence in the country through another small acquisition in December 2012. In January 2017, we significantly expanded our operations in Canada through our acquisition of DCPayments. We expect to continue to grow our number of ATM locations in this market. We currently operate approximately 12,000 ATMs in this market and estimate that there are currently approximately 62,000 ATMs in total in the Canadian market. Our recent organic growth in this market has been primarily through a combination of new merchant and financial institution partners. As we continue to expand our footprint in Canada, we plan to seek additional partnerships with financial institutions to implement bank-branding and other financial services.

 Mexico. There are approximately 48,000 ATMs operating in Mexico, most of which are owned by national and regional financial institutions. Due to a series of governmental and network regulations that have been mostly detrimental to us, together with increased theft attempts on our ATMs in this market, we slowed our expansion in this market in recent years. We increased our operations in Mexico through the DCPayments acquisition in January 2017 and plan to selectively pursue growth opportunities with retailers and financial institutions in the region.

STRATEGIC REPORT (continued)

 Australia and New Zealand. In January 2017, in connection with our acquisition of DCPayments, we obtained operations in Australia and New Zealand, and now are the largest independent ATM operator in Australia. We currently operate approximately 10,000 ATMs in Australia and New Zealand and estimate the total market is comprised of approximately 36,000 ATMs. Recently, we have generally seen same-unit transaction declines in this market, which may, in the near term, be amplified by recent actions taken by major banks in Australia. For further information regarding this action, see Australia market changes and asset impairment below. However, we believe there are opportunities for longer-term growth in Australia, which would likely include expansion of services to financial institutions in that market.

 South Africa. In January 2017, in connection with our acquisition of Spark, we obtained operations in South Africa. Spark is a leading independent ATM deployer in South Africa, and we expect to expand in this market with retailers and financial institutions. We operate approximately 3,000 ATMs in South Africa and estimate that this market has approximately 32,000 ATMs in total.

Increase in surcharge rates. As financial institutions increase the surcharge rates charged to non-customers for the use of their ATMs, it enables us to increase the surcharge rates charged on our ATMs in selected markets and with certain merchant customers as well. We also believe that higher surcharge rates in the market make our surcharge-free offerings more attractive to consumers and other financial institutions. Over the last few years, we have seen a slowing of surcharge rate increases and expect to see generally modest increases in surcharge rates in the near future.

Decrease in interchange rates. The interchange rates paid to independent ATM deployers, such as ourselves, are in some cases set by the various EFT networks and major interbank networks through which the transactions conducted on our ATMs are routed. In past years, certain networks have reduced the net interchange rates paid to ATM deployers for ATM transactions in the U.S. routed across their debit networks through a combination of reducing the transaction rates charged to financial institutions and higher per transaction fees charged by the networks to ATM operators. In addition to the impact of the net interchange rate decrease, we saw certain financial institutions migrate their volume away from some networks to take advantage of the lower pricing offered by other networks, resulting in lower net interchange rates per transaction to us. If financial institutions move to take further advantage of lower interchange rates, or if networks reduce the interchange rates they currently pay to ATM deployers or increase their network fees, our future revenues and gross profits could be negatively impacted. We have taken measures to mitigate our exposure to interchange rate reductions by networks, including, but not limited to: (i) where possible, routing transactions through a preferred network such as the Allpoint network, where we have influence over the per transaction rate, (ii) negotiating directly with our financial institution partners for contractual interchange rates on transactions involving their customers, (iii) developing contractual protection from such rate changes in our agreements with merchants and financial institution partners, and (iv) negotiating pricing directly with certain networks. As of 31 December 2017, approximately 4% of our total ATM operating revenues were subject to pricing changes by U.S. networks over which we currently have limited influence or where we have no ability to offset pricing changes through lower payments to merchants.

STRATEGIC REPORT (continued) to develop a new interchange rate setting mechanism. After several months of analysis and discussion, the Working Group was unable to reach a recommended amended approach that was satisfactory to its participants, and as a result of this outcome, along with governance recommendations by the Bank of England, in October 2017, it was decided that an independent board of LINK (“LINK Board”) would recommend interchange rates going forward. On 1 November 2017, the LINK Board announced that it had reached some tentative recommendations, subject to further comment by the LINK members. The LINK Board proposal sought to reduce interchange rates by approximately 5% per year, and in the aggregate, approximately 20% over a four year period.

On 31 January 2018, the new LINK Board, formalised a new process for setting interchange rates. Starting in July 2018, the new LINK Board determined the withdrawal interchange rate will be reduced by 5% from the 2017 rate. From 1 January 2018 through 30 June 2018, the interchange rates will be slightly reduced from the 2017 rates. The new LINK Board has also announced intentions for further potential interchange rate increases (of up to 5% annually) but has stated that a comprehensive cost study and external factors such as interest rates and compliance costs may impact the timing and ultimate magnitude of any further annual rate decreases. We are currently assessing the impact of this recent development on our U.K. business and have taken certain actions and may continue to take additional measures to mitigate the impact of this price reduction and future potential reductions. Mitigating measures include or in the future may include removal of lower profitability sites, terms renegotiations with certain merchants, changing certain ATMs to a direct-charge to the consumer model, and other strategies. On an unmitigated basis, we expect this change to adversely impact our U.K. profits by approximately $7 million to $8 million in 2018, compared to 2017, all of which will occur in the latter six months of the year. For additional information related to the developments regarding LINK, see LINK interchange in the U.K. under Developing Trends and Recent Events below and Part I. Item 1A. Risk Factors.

Withdrawal transaction and revenue trends - U.S. Many financial institutions are shifting traditional teller-based transactions to online activities and ATMs to reduce their operating costs. Additionally, many financial institutions are reducing the number of branches they own and operate in order to lower their operating costs. As a result of these current trends, we believe there has been increasing demand for automated banking solutions, such as ATMs. Bank- branding of our ATMs and participation in our surcharge-free ATM network allow financial institutions to rapidly increase and maintain surcharge-free ATM access for their customers at a substantially lower cost than owning and operating an ATM network. We believe there is continued opportunity for a large non-bank ATM owner/operator, such as ourselves, with lower costs and an established operating history, to contract with financial institutions and retailers to manage their ATM networks. Such an arrangement could reduce a financial institution’s operating costs while extending its customer service. Furthermore, we believe there are opportunities to provide selected services on an outsourced basis, such as transaction processing services, to other independent owners and operators of ATMs. Over the last several years, we have seen growth in bank-branding, increased participation in Allpoint, our surcharge- free network, and managed services arrangements, and we believe that there will be continued growth in such arrangements.

Total U.S. same-store cash withdrawal transactions during the year ended 31 December 2017 decreased 0.3% from the same period of 2016, excluding 7-Eleven locations (further discussed below). The same-store results were impacted by a number of factors throughout the year, and the discrete impact of each factor is difficult to precisely estimate. We believe the growth rate was partially adversely impacted by certain high-traffic locations that were previously branded with a prominent bank brand no longer having a brand, in addition to increased downtime caused by software issues at certain ATMs during the first part of the year. These declines were partially offset by increased Allpoint transactions, as a result of expansion of the number of ATMs in Allpoint and growth in the number of financial institutions participating in Allpoint.

STRATEGIC REPORT (continued)

7-Eleven U.S. relationship - The 7-Eleven ATM placement agreement in the U.S. expired in July 2017, and most of the ATM operations in the U.S. had been transitioned to the new service provider as of 31 December 2017. The transition was complete during the first quarter of 2018. 7-Eleven in the U.S. was the largest merchant customer in our portfolio and comprised approximately 12.5% of our total revenues for the year ended 31 December 2017. We estimate that the incremental gross margin on these revenues was approximately 40% in 2017. For additional information related to 7-Eleven, see Part I. Item 1A. Risk Factors.

Withdrawal transaction and revenue trends - U.K. The majority of our ATMs in the U.K. are free-to-use ATMs, meaning the transaction is free to the consumer and we earn an interchange rate paid by the customer’s bank. We also operate surcharging pay-to-use ATMs. Although we earn less revenue per cash withdrawal transaction on a free-to- use machine, the significantly higher volume of transactions conducted on free-to-use ATMs have generally translated into higher overall revenues. Our same-store cash withdrawal transactions in the U.K. decreased approximately 4% in 2017, which we believe was in part adversely impacted by changes in consumer behaviour, conducting more tap-and- pay transactions for small payments at retailers.

Australia market changes and asset impairment. In late September 2017, Australia’s four largest banks, CBA, ANZ, Westpac, and NAB, each independently announced decisions to remove all direct charges to all users on domestic ATM transactions completed at their respective ATM networks effectively creating a free-to-use network of ATM terminals that did not exist previously. Collectively these four banks account for approximately one third of the total ATMs in Australia. CBA removed the direct charges in late September, with Westpac, ANZ, and NAB removing direct charges during October 2017. As a result of this change in the market in Australia, we expect that our business in this market will likely be adversely impacted. Prior to this action, we were generally experiencing average same- unit transaction percentage declines in the high single-digits across our fleet. For the year ended 31 December 2017, the Australia & New Zealand reporting segment generated $133 million in total revenues, of which $108 million, was surcharge revenue. Adjusted EBITDA for the year ended 31 December 2017 for the Australia & New Zealand reporting segment was $27 million.

Australia has historically been a direct charge ATM market, where cardholders have paid a fee (or “direct charge”) to the operator of an ATM for each transaction, unless the ATM where the transaction was completed is part of the cardholder’s issuing bank ATM network. There currently is no broad interchange arrangement in Australia between card issuers and ATM operators to compensate the ATM operator for its service to a financial institution’s cardholder in absence of the direct charge being levied to the cardholders. During the year ended 31 December 2017, more than 80% of the Company’s revenues in Australia were sourced from direct charges paid by cardholders. The recent actions by the largest banks in Australia have resulted in a significant increase in the availability of free-to-use ATMs to Australian users and while we are working on developing strategies to react to this unexpected market shift, we believe our revenues and profits in Australia will decline in the near-term. While the initial impact we have experienced has been somewhat limited, the impact of this action could increase over time as customers’ behaviour patterns change as a result of the introduction of a free-to-use network in Australia that did not exist previously.

During the three months ended 30 September 2017 these developments were identified to be an indicator of impairment of our Australia & New Zealand reporting unit and related long-lived assets. Upon further assessment and analysis of the potential impact of these developments, we determined that the fair value of the Australia & New Zealand reporting unit had fallen below its carrying value and determined that the long-lived assets held by Australia & New Zealand were not recoverable via their undiscounted cash flows, an indication of impairment. As a result, during September 2017, we recorded impairments of goodwill, other intangible assets, and other long-lived assets of $140.0 million, $54.5 million, and $19.0 million, respectively. We also recorded a charge of $2.5 million to adjust certain inventory to its estimated net realisable value. These non-cash charges have been reflected in the Goodwill and intangible asset impairment and Loss (gain) on disposal and impairment of assets line items in our accompanying Consolidated Statements of Operations. For additional information related to this unexpected market shift in Australia 9

STRATEGIC REPORT (continued) and the resulting impairment assessment, see Item 8. Financial Statements and Supplementary Data, Note 1. Basis of Presentation and Summary of Significant Accounting Policies– (m) Goodwill.

Poland operations. During the fourth quarter of 2017, we ceased operating in Poland and recognised costs to wind down the operations largely consisting of contract termination costs related to our merchant, bank sponsorship, lease and other agreements as well as employee severance costs and charges for asset disposals. During the year ended 31 December 2017 Poland contributed less than 1% of our consolidated ATM operating revenues.

Alternative payment options. We face indirect competition from alternative payment options, including card-based and mobile phone-based contactless payment technology in all of our markets. Australia and the U.K. have reported increasing rates of contactless payment use. Prior to our acquisition of DCPayments and since our ownership of the Australian component of the business, we have observed declines in transactions at Australian ATMs, as cash-based payments have declined as a percentage of total payments in recent years, with growth in contactless payments appearing to be the primary driver of the decline.

Europay, MasterCard, Visa (“EMV”) security standard and software upgrades in the U.S. The EMV security standard provides for the security and processing of information contained on microchips embedded in certain debit and credit cards, known as “chip cards.” In October 2016, MasterCard commenced a liability shift for U.S. ATM transactions on EMV-issued cards used at non-EMV compliant ATMs in the U.S. Similarly, in October 2017, Visa commenced a liability shift for all transaction types on all EMV-issued cards in the U.S. We upgraded or replaced nearly all of our U.S. Company-owned ATMs to deploy additional software to enable additional functionality, enhance security features, and enable the EMV security standard. Due to the significant operational challenges of enabling EMV and other hardware and software enhancements across the majority of our U.S. ATMs, which comprises many types and models of ATMs, together with compatibility issues with various processing platforms, we experienced increased downtime at our U.S. ATMs during the first part of 2017. As a result of this downtime, we suffered lost revenues and incurred penalties with certain of our contracts during the first part of 2017. We have also incurred increased charges from networks associated with actual or potentially fraudulent transactions, as we are liable for fraudulent transactions on the MasterCard network and other networks that have adopted the EMV security standard if our ATM was not EMV compliant at the time of the transaction, and any fraudulent transactions were processed. As of 31 December 2017, nearly all of our U.S. Company-owned ATMs were enabled to meet the EMV security standard.

Capital investments. Our capital spending in 2017 included expenditures related to the EMV upgrade requirements discussed above, and the following investment categories: (i) our strategic initiatives to enhance the consumer experience at our ATMs and drive transaction growth, (ii) a significant number of long-term renewals of existing merchant contracts, (iii) certain software and hardware enhancements required to facilitate our strategic initiatives, enhance security, and to continue running supported versions, (iv) other compliance related matters including polymer note introductions, and (v) growth opportunities across our enterprise. We expect a decrease in our capital spending in 2018 from what we incurred in 2016 and 2017.

U.K. planned exit from the European Union (“Brexit”). On 29 March 2017, the U.K. government officially triggered Article 50 of the Treaty on the European Union, which commenced the process for the U.K. to exit the European Union. The ultimate impact of Brexit on our business is unknown; however, one noticeable impact was a substantial devaluation of the British pound relative to the U.S. dollar, leading up to and after the Brexit decision announcement in June 2016. As a result, our reported financial results (in U.S. dollars) were adversely impacted during the year ended 31 December 2017 compared to the same period of 2016. Recently, however, the British pound has recovered value against the U.S. dollar. The U.K. is scheduled to exit the European Union on 29 March 2019.

STRATEGIC REPORT (continued)

Redomicile to the U.K. On 1 July 2016, the Cardtronics group of companies changed the location of incorporation of the parent company from Delaware to the U.K. Cardtronics plc, a public limited company organised under English law (“Cardtronics plc”), became the new publicly traded corporate parent of the Cardtronics group of companies following the completion of the merger between Cardtronics, Inc., a Delaware corporation (“Cardtronics Delaware”) and one of its subsidiaries (the “Merger”). The Merger was completed pursuant to the Agreement and Plan of Merger, dated 27 April 2016, the adoption of which was approved by Cardtronics Delaware’s shareholders on 28 June 2016 (collectively, the “Redomicile Transaction”).

Restructuring expenses. During 2017, we initiated a global corporate reorganisation and cost reduction initiative (the “Restructuring Plan”), intended to improve our cost structure and operating efficiency. The Restructuring Plan included workforce reductions, facilities closures, contract terminations, and other cost reduction measures. During the year ended 31 December 2017, we incurred $10.4 million of pre-tax expenses related to our Restructuring Plan, including the costs incurred to close our Poland operations.

U.K. regulatory approval of the DCPayments acquisition. On 22 September 2017, we were notified by the U.K. Competition and Markets Authority (the “CMA”) that the merger of the DCPayments U.K. business with our existing U.K. operations was approved. Prior to the CMA approval, the DCPayments U.K. business operated separately from our existing U.K. operations. Since the CMA approval, we have begun the process of integrating our existing U.K. operations with the DCPayments U.K. operations and expect to realise operational benefits during 2018 as a result of the combination.

New currency designs in the U.K. Polymer notes were introduced by the Bank of England in 2016 and will be further circulated through 2020. The introduction of these new currency designs has required upgrades to software and physical ATM components on our ATMs in the U.K., which caused some limited downtime for the affected ATMs during 2017. We are now substantially complete with this effort.

Next generation bank note upgrade in Australia. Next generation bank notes are in the process of being introduced by the Reserve Bank of Australia. The new $5 note was introduced on 1 September 2016, and the new $50 note, the most widely disseminated note in Australia, is scheduled to take place on 1 September 2018, with the new $20 note to follow on a date to be determined. The introduction of these next generation bank notes requires upgrades to software and physical ATM components on our ATMs in Australia, which were evaluated in the impairment considerations discussed above and which we expect will likely cause some limited downtime for the affected ATMs during the latter part of 2018.

U.S. Tax Reform. On 22 December 2017, House of Representatives 1 (“H.R. 1”), originally known as the Tax Cuts and Jobs Act (“U.S. Tax Reform”) was enacted and signed into legislation. Under U.S. GAAP, the effects of changes in tax rates and laws are recognised in the period in which the new legislation is enacted. As a result of this legislation, during the three months ended 31 December 2017, we provisionally recognised one-time net tax benefits totalling $11.6 million. This amount included an estimated one-time tax benefit of $19.4 million due to the re-measurement of our net deferred tax liabilities, primarily related to the change in the U.S. federal corporate income tax rate from 35% to 21%. Partially offsetting this non-cash book tax benefit, we recognised an estimated one-time tax expense of $7.8 million on our accumulated undistributed foreign earnings pertaining to foreign operations under our U.S. business, which we will elect to pay over an eight-year period. We continue to evaluate the impact of the U.S. Tax Reform on our business. There are many elements of the U.S. Tax Reform that will impact our business. In the near term, due primarily to limitations on the amount of interest expense a U.S. company can deduct, we expect the net impact of this reform to increase our consolidated reported effective tax rate.

Acquisitions. On 6 January 2017, we completed the acquisition of DCPayments, a leading operator of approximately 25,000 ATMs with operations in Australia, New Zealand, Canada, the U.K., and Mexico. In connection with the 11

STRATEGIC REPORT (continued) closing of the acquisition, each DCPayments common share was acquired for Canadian Dollars $19.00 in cash per common share, and we also repaid the outstanding third-party indebtedness of DCPayments, the combined aggregate of which represented a total transaction value of approximately $658 million Canadian Dollars (approximately $495 million U.S. dollars).

On 31 January 2017, we completed the acquisition of Spark, an independent ATM deployer in South Africa, with a growing network of approximately 2,300 ATMs. The agreed purchase consideration included initial cash consideration, paid at closing, and potential additional contingent consideration. The additional purchase consideration is contingent upon Spark achieving certain agreed upon earnings targets in 2019 and 2020.

For additional information related to the acquisitions and divestiture above, see Item 8. Financial Statements and Supplementary Data, Note 2. Acquisitions and Divestitures.

Cybersecurity trends. We electronically process and transmit cardholder information as part of our transaction processing services. Companies that process and transmit cardholder information, such as ours, have been specifically and increasingly targeted in recent years by sophisticated criminal organisations in an effort to obtain information and utilise it for fraudulent transactions, and the risk of unauthorised circumvention has been heightened by advances in computer capabilities and increasing sophistication of hackers. The Company takes a risk-based approach to cybersecurity and in recognition of the growing threat within our industry and the general market place, we proactively make strategic investments in our security infrastructure, technical and procedural controls, and regulatory compliance activities. We also apply the knowledge gained through industry and government organisations to continuously improve our technology, processes and services to detect, mitigate and protect our information. Cybersecurity and the effectiveness of the Company’s cybersecurity strategy are regular topics of discussion at Board meetings. We expect to continue to focus attention and resources on our security protection protocols, including repairing any system damage and deploying additional personnel, as well as protecting against any potential reputational harm. The cost to remediate any damages to our information technology systems suffered as a result of a cyber-attack could be significant. For further discussion of the risks we face in connection with growing cybersecurity trends, see Item 1A. Risk Factors - Security breaches, including the occurrence of a cyber-incident or a deficiency in our cybersecurity, could harm our business by compromising merchant and cardholder information and disrupting our transaction processing services, thus damaging our relationships with our merchant customers, business partners, and generally exposing us to liability; Computer viruses or unauthorised software (malware) could harm our business by disrupting or disabling our transaction processing services, causing noncompliance with network rules, damaging our relationships with our merchant and financial institution customers, and damaging our reputation causing a decrease in transactions by individual cardholders; and Regulatory, legislative or self-regulatory/standard developments regarding privacy and data security matters could adversely affect our ability to conduct our business.

Factors Impacting Comparability Between Periods

 Foreign currency exchange rates. Our reported financial results are subject to fluctuations in foreign currency exchange rates. We estimate that the year-over-year strengthening in the U.S. dollar relative to the currencies in the markets in which we operate caused our reported total revenues to be lower by approximately $15.7 million, or 1.0%, for the year ended 31 December 2017 compared to the comparable period in 2016.

 Acquisitions and divestitures. The results of operations for any acquired entities during a particular year have been included in our consolidated financial statements for that year since the respective dates of acquisition. Similarly, the results of operations for any divested operations have been excluded from our consolidated financial statements since the dates of divestiture.

STRATEGIC REPORT (continued)

 7-Eleven ATM removal. As discussed above, 7-Eleven in the U.S. accounted for approximately 12.5% of our total revenues during the year ended 31 December 2017. The 7-Eleven ATM placement agreement in the U.S. expired in July 2017, and most of the ATM operations in the U.S. have been transitioned to the new service provider as of 31 December 2017. This transition was completed during the first quarter of 2018.

Corporate and social responsibility

Our mission, vision, & values

At Cardtronics, we work to provide products, services and solutions of the highest quality, deliver value to our customers and earn our customers’ respect and loyalty. We strive to be the world’s leading company for ATM products and services.

Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics serves to (1) emphasise the Company’s commitment to ethics and compliance with established laws and regulations; (2) set forth basic standards of ethical and legal behaviour; (3) provide a reporting mechanism for known or suspected ethical or legal violations; and (4) help prevent and detect any wrongdoings.

Cardtronics believes that a firm understanding of ethical conduct provides everyone in the organisation with the same moral compass to follow when making business decisions. The Company’s Code of Business Conduct and Ethics and underlying philosophy is a key part of its ethical framework, outlining the organisation’s ethical principles, and providing guidance on the expected standards of behaviour for all employees. Our corporate philosophy is coupled with a business operational approach that ensures the organisation acts within the context of various laws and regulations governing business ethics, including the U.K. Human Rights Act and the European Convention on Human Rights and the Charter of Fundamental Rights of the European Union.

In support of our approach to maintaining an ethical culture, we recently introduced a strengthened compliance initiative targeted for all employees. Ethics-based training courses are required for all employees on an annual basis. Courses must be successfully completed and records are reviewed as appropriate by the Human Resources, Legal, and Information Security departments.

Our Values. Since its founding, Cardtronics has conducted business according to a set of values that over the years have become linked with the Company’s brand, products, services, and its people. As a Company, we value:

Leadership  We are all leaders in our area of responsibility, with a deep commitment to deliver results.  We focus our resources to achieve leadership objectives and strategies.  We develop the leadership capability to deliver our strategies and reduce organisational barriers.

Ownership  We accept personal accountability to meet our business needs, improve our systems, and help others improve their effectiveness.  We strive to act like owners, treating the Company's assets as our own and behaving with the Company's long-term success in mind.

Integrity  We always try to do the right thing.  We are honest and straightforward with each other.  We operate within the letter and spirit of the law.  We uphold the values and principles of Cardtronics in our actions and decisions.

STRATEGIC REPORT (continued)

Passion for winning  We are determined to be the best at doing what matters most.  We have a compelling desire to improve and to win in the marketplace.

Trust  We respect our colleagues, customers, and consumers, and treat them as we want to be treated.  We have confidence in each other's capabilities and intentions.  We believe that people work best when there is a foundation of trust.

Our People. Our aim is to link people’s passion and their performance so that they can deliver service excellence to our customers, drive shareholder value and grow our business. We endeavour to build our organisation from within, promoting and rewarding people without regard to any difference unrelated to performance. We act on the conviction that the men and women of Cardtronics will always be our most important asset.

Our core people-related competencies and services include Talent Acquisition, Management & Development, Human Resources Business Partnering, Employee Engagement, Compensation (including benefits, payroll, HR information management), and Risk Management and Regulatory Compliance.

Learning and Development. Cardtronics is committed to the training and development of its employees in the areas of job-related skills training and lifelong learning for personal and professional development. Employee learning and development is crucial to achievement of the organisation’s goals. Training practises and procedures endeavour to support individuals to strive to achieve these goals. The Company offers a range of training opportunities to meet the needs of employees at all stages of their careers.

Diversity and Inclusion. Cardtronics is committed to the equality of opportunity for all, implementing polices and working practises that ensure there will be no discrimination with respect to employment or any of the terms or conditions of employment, because of race, colour, religion, national origin, sex, age, disability or any other factor prohibited by law. Our commitment to equal opportunity transcends all our people policies, process, practises and strategies, including, but not limited to the following: Recruitment & Promotion, Career Development, and Absence Management (support for employees returning to work after personal leave or sickness). Forming a fundamental element of our Code of Business Conduct and Ethics, Cardtronics’ equal opportunities approach focusses on action through business-wide education and management training. We follow the ACAS codes in the U.K. and its practises on diversity, inclusion, and equal opportunities.

Well Being. Cardtronics provides a wide range of services that support the well-being of its employees. Through our Employee Assistance Program, all employees have 24 hour access to specialists who can help with a multitude of personal issues and concerns. Additionally, we have partnered with many external vendors to create various wellness programs and to host on-site health screening sessions, onsite preventive care services, and onsite vaccination options during peak influenza seasons.

Supporting Communities. Cardtronics and its employees support our communities through a range of charitable giving schemes and events. We generally look to support employees who support local charities. We generally look to support employees who engage directly with local and national charities; and who undertake charitable activities and initiatives in support of friends and family.

Protecting the Environment. Cardtronics recognises that concern for the environment is an integral and fundamental part of our business.

To reduce our energy usage and CO2 emissions, our Aspects and Impacts Register looks at all areas of environmental control to mitigate the impact of the Company’s activities on the environment. An awareness program is ongoing that increases proactive recycling and reusing at the Company’s various sites. Our Energy Savings Opportunity Scheme (or “ESOS”) requirements have also allowed us to explore new efficiency savings. Vehicle telematics and smarter 14

STRATEGIC REPORT (continued) routing in 2017 resulted in reduced fuel usage. Continued investment in Euro 6 compliant engines fitted to our fleet will also continue to drive fuel usage reductions in 2018. We use certain natural light and energy reduction techniques where applicable. In the U.K., we have recently installed a new lighting system in one of our locations, replacing 400 watt luminaires for energy efficient lighting solutions. Throughout 2017, we continued installing energy efficient lighting solutions at our facilities in the UK. Recycling is in place at all Cardtronics locations. Our offices utilise separately identified containers for recyclable materials. Information and awareness communications are posted at the collection points. Further efforts to meet the standards under the International Organization for Standardization (ISO) 14001 Environmental Management System will continue to evolve through 2018. Facilities cleaning and maintenance is currently arranged for all premises. Chemical usage and waste disposal measures are in place relative to these activities. Employee gender diversity

Male Female Total Directors of the Company 6 2 8 Senior Managers other than Directors of the Company 19 4 23 Other employees of the Cardtronics 1,521 632 2,152 Total employees of the Cardtronics group 1,545 638 2,183

Business performance

Over the past several years, we have expanded our operations through acquisitions, continued to deploy ATMs in high-traffic locations under contracts with well-known retailers, expanded our relationships with leading financial institutions through growth of the Allpoint surcharge-free ATM network and bank-branding programs, and made strategic acquisitions and investments to expand new product offerings and capabilities of our ATMs.

Our consolidated revenues totalled $1.5 billion for the year ended 31 December 2017, representing a 19.1% increase from 2016 (20.4% on a constant-currency basis). Adjusting for movements in currency exchange rates, our ATM operating revenues were up approximately 21% for the year ended 31 December 2017, driven by organic growth and contributions from acquisitions. During the year ended 31 December 2017, our ATM product sales and other revenues increased $3.7 million compared to the prior year. The increase was primarily related to additional equipment sales in our North America and Europe & Africa segments, driven by the DCPayments acquisition. During the year ended 31 December 2017, our cost of ATM product sales and other revenues increased $1.6 million compared to the prior year. This increase was consistent with the increase in related revenues as discussed above.

ATM operating revenues in North America were up 8.3% for the year ended 31 December 2017, driven by recent acquisitions partially offset by the reductions in revenues associated with 7-Eleven locations. ATM operating revenues in Europe and Africa were up 9.5% for the year ended 31 December 2017 (13.9% on a constant-currency basis), driven by organic growth, and to a lesser extent, acquisition-related growth.

For the years ended 31 December 2017 and 2016, the Company derived approximately 30.9% and 39.2%, respectively, of its total revenues from ATMs placed at the locations of its top five merchant customers. The Company’s top five merchant customers for the years ended 31 December 2017 and 2016 were 7-Eleven, Inc. (“7-Eleven”), CVS Caremark Corporation (“CVS”), Co-op Food (in the U.K.), Walgreens Boots Alliance, Inc. (“Walgreens”), and Speedway LLC (“Speedway”). 7-Eleven in the U.S. was the largest merchant customer in the Company’s portfolio, representing 12.5% and 18% of the Company’s total revenues for the years ended 31 December 2017 and 2016, 15

STRATEGIC REPORT (continued) respectively. The Company’s contract with 7-Eleven in the U.S. expired in July 2017, and the Company expects minimal revenues from this relationship in 2018. The next four largest merchant customers together comprised 18.4% and 21.0% of the Company’s total revenues for the years ended 31 December 2017 and 2016, respectively. Non-GAAP Measures

EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income per diluted share, Free Cash Flow, and certain GAAP as well as non-GAAP measures on a constant-currency basis represent non-GAAP financial measures provided as a complement to results prepared in accordance with GAAP and may not be comparable to similarly-titled measures reported by other companies. The Company uses these non-GAAP financial measures in managing and measuring the performance of its business, including setting and measuring incentive based compensation for management. Management believes that the presentation of these measures and the identification of notable, non-cash, and/or (if applicable in a particular period) certain costs not anticipated to occur in future periods enhance an investor’s understanding of the underlying trends in the Company’s business and provide for better comparability between periods in different years.

Adjusted EBITDA and Adjusted EBITA exclude amortisation of intangible assets, share-based compensation expense, acquisition and divestiture-related expenses, certain non-operating expenses, certain costs not anticipated to occur in future periods (if applicable in a particular period), gains or losses on disposal of assets, our obligation for the payment of income taxes, interest expense, and other obligations such as capital expenditures, and includes an adjustment for noncontrolling interests. Additionally, Adjusted EBITDA excludes depreciation and accretion expense. Depreciation and accretion expense and amortisation of intangible assets are excluded as these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures, and the methods by which the assets were acquired. Adjusted Net Income represents net income computed in accordance with U.S. GAAP, before amortisation of intangible assets, gains or losses on disposal of assets, share- based compensation expense, certain other expense amounts, acquisition and divestiture-related expenses, certain non- operating expenses, and (if applicable in a particular period) certain costs not anticipated to occur in future periods (together, the “Adjustments”). Prior to 30 June 2016, Adjusted Net Income was calculated using an estimated long- term cross-jurisdictional effective cash tax rate of 32%. Subsequent to the redomicile of our parent company to the U.K., we have revised the process for determining our non-GAAP tax rate and now utilise a non-GAAP tax rate derived from the U.S. GAAP tax rate adjusted for the net tax effects of the identified Adjustments, based on the nature and geography of the Adjustments. For the year ended 31 December 2017, the non-GAAP rate of 27.7% excludes a non-recurring net benefit of $11.6 million related to U.S. Tax Reform which is included in the U.S. GAAP tax rate. For the year ended 31 December 2016, the non-GAAP tax rate of 29.1% is a result of 29.2% for the quarter ended 31 December 2016, which excludes a non-recurring benefit of $8.2 million related to the release of a valuation allowance on deferred tax assets in the U.K., which is included in the U.S. GAAP tax rate, 24.2% for the quarter ended 30 September 2016, and for the six months ended 30 June 2016, our previous estimated long-term cross-jurisdictional tax rate of 32%. For the year ended 31 December 2015, we used our previous estimated long-term cross-jurisdictional tax rate of 32%. Adjusted Net Income per diluted share is calculated by dividing Adjusted Net Income by weighted average diluted shares outstanding. Free Cash Flow is defined as cash provided by operating activities less payments for capital expenditures, including those financed through direct debt, but excluding acquisitions. The Free Cash Flow measure does not take into consideration certain other non-discretionary cash requirements such as mandatory principal payments on portions of our long-term debt. Management calculates certain U.S. GAAP as well as non- GAAP measures on a constant-currency basis using the average foreign currency exchange rates applicable in the corresponding period of the previous year and applying these rates to the measures in the current reporting period.

Management uses GAAP as well as non-GAAP measures on a constant-currency basis to assess performance and eliminate the effect foreign currency exchange rates have on comparability between periods.

STRATEGIC REPORT (continued)

The following tables reflect the reconciliation of Net Income Attributable to Controlling Interests and Available to Common Shareholders’ to EBITDA, Adjusted EBITDA, Adjusted EBITA, and Adjusted Net Income (in thousands, excluding share and per share amounts):

Year Ended 31 December 2017 2016 Net (loss) income attributable to controlling interests and available to common shareholders $ (145,350) $ 87,991 Adjustments: Interest expense, net 35,036 17,360 Amortisation of deferred financing costs and note discount 12,574 11,529 Income tax (benefit) expense (9,292) 26,622 Depreciation and accretion expense 122,036 90,953 Amortisation of intangible assets 57,866 36,822 EBITDA $ 72,870 $ 271,277

Add back: Loss (gain) on disposal and impairment of assets 33,275 81 Other expense (1) 3,524 2,958 Noncontrolling interests (2) (25) (67) Share-based compensation expense 14,395 21,430 Redomicile-related expenses (3) 782 13,747 Restructuring expenses (4) 10,354 — Acquisition and divestiture-related expenses (5) 18,917 9,513 Goodwill and intangible asset impairment (6) 194,521 — Adjusted EBITDA $ 348,613 $ 318,939 Less: Depreciation and accretion expense (7) 122,029 90,927 Adjusted EBITA $ 226,584 $ 228,012 Less: Interest expense, net (7) 35,036 17,360 Adjusted pre-tax income 191,548 210,652 Income tax expense (8) 53,084 61,342 Adjusted Net Income $ 138,464 $ 149,310

Adjusted Net Income per share – basic $ 3.03 $ 3.30 Adjusted Net Income per share – diluted (9) $ 3.00 $ 3.26

STRATEGIC REPORT (continued)

(1) Includes foreign currency translation gains/losses, the revaluation of the estimated acquisition-related contingent consideration payable, and other non- operating costs. (2) Noncontrolling interest adjustment made such that Adjusted EBITDA includes only our ownership interest in the Adjusted EBITDA of one of our Mexican subsidiaries. (3) Expenses associated with the redomicile of our parent company to the U.K., which was completed on 1 July 2016. (4) Expenses primarily related to employee severance costs associated with our Restructuring Plan implemented in the first quarter of 2017 and certain costs associated with exiting its Poland operations during the fourth quarter of 2017. (5) Acquisition and divestiture-related expenses include costs incurred for professional and legal fees and certain other transition and integration-related costs. (6) Goodwill and intangible asset impairments related to our Australia & New Zealand segment. (7) Amounts exclude a portion of the expenses incurred by one of our Mexican subsidiaries to account for the amounts allocable to the noncontrolling interest shareholders. (8) For the year ended 31 December 2017, 2016, and 2015, calculated using an effective tax rate of approximately 27.7%, 29.1%, and 32.0%, respectively, which represents our U.S. GAAP tax rate as adjusted for the net tax effects related to the items excluded from Adjusted Net Income. For 2017 it excludes non-recurring tax items related to U.S. Tax Reform. See Non-GAAP Financial Measures above. (9) Consistent with the positive Adjusted Net Income, the Adjusted Net Income per diluted share amounts have been calculated using the diluted shares outstanding that would have resulted from positive U.S. GAAP Net Income, if applicable.

Financial performance

Revenues

Year Ended 31 December 2017 %Change 2016 %Change ($’000, excluding percentages) North America ATM operating revenues $ 932,962 8.3 % $ 861,339 8.0 % ATM product sales and other revenues 47,424 0.8 47,058 25.4 North America total revenues 980,386 7.9 908,397 8.7 Europe & Africa ATM operating revenues 396,229 9.5 361,967 4.5 ATM product sales and other revenues 8,603 58.1 5,443 (81.1) Europe & Africa total revenues 404,832 10.2 367,410 (2.0) Australia & New Zealand ATM operating revenues 132,581 n/m — n/m ATM product sales and other revenues 331 n/m — n/m Australia & New Zealand total revenues 132,912 n/m — n/m

Eliminations (10,531) 0.8 (10,443) 3.0

Total ATM operating revenues 1,451,372 19.7 1,212,863 7.0 Total ATM product sales and other revenues 56,227 7.1 52,501 (20.8) Total revenues $ 1,507,599 19.1 % $ 1,265,364 5.4 %

STRATEGIC REPORT (continued)

ATM operating revenues during the years ended 31 December 2017 and 2016 increased $238.5 million and $78.8 million, respectively, compared to the prior years. The following tables detail, by segment, the changes in the various components of ATM operating revenues for the periods indicated:

Year Ended 31 December 2017 2016 Change % Change (In thousands, excluding percentages) North America Surcharge revenues $ 442,271 $ 383,610 $ 58,661 15.3 % Interchange revenues 197,042 202,462 (5,420) (2.7) Bank-branding and surcharge-free network revenues 191,016 190,206 810 0.4 Managed services revenues 49,727 33,491 16,236 48.5 Other revenues 52,906 51,570 1,336 2.6 North America total ATM operating revenues 932,962 861,339 71,623 8.3 Europe & Africa Surcharge revenues 113,052 102,619 10,433 10.2 Interchange revenues 272,502 250,274 22,228 8.9 Other revenues 10,675 9,074 1,601 17.6 Europe & Africa total ATM operating revenues 396,229 361,967 34,262 9.5 Australia & New Zealand Surcharge revenues 108,224 — 108,224 n/m Interchange revenues 4,416 — 4,416 n/m Bank-branding and surcharge-free network revenues 86 — 86 n/m Managed services revenues 15,024 — 15,024 n/m Other revenues 4,831 — 4,831 n/m Australia & New Zealand total ATM operating revenues 132,581 — 132,581 n/m Eliminations (10,400) (10,443) 43 (0.4) Total ATM operating revenues $ 1,451,372 $ 1,212,863 $ 238,509 19.7 %

North America. During the year ended 31 December 2017, our ATM operating revenues in our North America operations, which includes our operations in the U.S., Canada, Mexico, and Puerto Rico, increased $71.6 million compared to the prior year. This increase was primarily attributable to higher revenue in Canada and Mexico resulting from the DCPayments acquisition. The revenue increase was partially offset by the loss of 7-Eleven in the U.S. We estimate that the loss of 7-Eleven, beginning in July 2017, negatively impacted ATM operating revenues by approximately $36.7 million, when compared to the same period of the prior year.

Europe & Africa. During the year ended 31 December 2017, our ATM operating revenues in our Europe & Africa operations, which includes our operations in the U.K., Ireland, Germany, Spain, South Africa, and the recently exited Poland, as well as i-design, increased by $34.3 million compared to the prior year. Our ATM operating revenues would have been higher by approximately $16.1 million, or an additional 4.1%, absent adverse foreign currency exchange rate movements relative to 2016. Excluding the foreign currency exchange rate movements, the increase was primarily attributable to the Spark (South Africa) and DCPayments (the U.K. component of the business) acquisitions, as well as organic ATM operating revenue growth, driven by an increase in the number of transacting ATMs related to recent ATM placement agreements with new merchants, partially offset by lower same-store transactions in the U.K. For additional information related to our constant-currency calculations, see Non-GAAP Financial Measures in the annual 10-K under Item 7. Management’s Discussion and Analysis of financial condition and results of operations.

STRATEGIC REPORT (continued)

Australia & New Zealand. During the year ended 31 December 2017, our ATM operating revenues in our Australia & New Zealand segment were $132.6 million, all of which was attributable to the DCPayments acquisition, as we did not previously have operations in Australia or New Zealand. The DCPayments acquisition was completed on 6 January 2017, and our results for the year ended 31 December 2017 reflect the ATM operating revenues from this date.

ATM product sales and other revenues. During the year ended 31 December 2017, our ATM product sales and other revenues increased $3.7 million compared to the prior year. The increase was primarily related to additional equipment sales in our North America and Europe & Africa segments, driven by the DCPayments acquisition and their impact on Canada and the U.K.

Financial position

Our balance sheet at 31 December 2017 can be summarised as set out in the table below:

Year Ended 31 December ($’000) 2017 2016 Consolidated Balance Sheet (summary of key balances): Total cash and cash equivalents $ 51,370 $ 73,534 Total assets 1,862,716 1,364,696 Total long-term debt and capital lease obligations, including current portion 917,721 502,539 Total shareholders’ equity 390,393 456,935

Please refer to the Consolidated Financial Statements, Liquidity and Capital Resources section for additional information.

Key Performance Indicators

The performance of our business is dependent on our ability to facilitate transactions at our ATMs. Therefore, transaction information is analysed by management to make operational and financial decisions. We rely on certain key measures to gauge our operating performance: including total transactions, total cash withdrawal transactions, ATM operating revenues per ATM per month, and ATM operating gross profit margin. The performance of our business is dependent on our ability to facilitate transactions at our ATMs. Therefore, transaction information is analysed by management to make operational and financial decisions. The following table sets forth information regarding certain of these key measures for the periods indicated.

STRATEGIC REPORT (continued)

Year Ended 31 December 2017 2016 Average number of transacting ATMs: North America 51,472 13.6% 45,311 Europe & Africa 25,678 47.2 17,445 Australia & New Zealand 8,752 n/m — Total Company-owned 85,902 36.9 62,756 North America (1) 15,141 (2.8) 15,575 Europe & Africa 616 n/m — Australia & New Zealand 103 n/m — Total Merchant-owned 15,860 1.8 15,575 Average number of transacting ATMs – ATM operations 101,762 29.9 78,331

Managed Services and Processing: North America 130,687 8.8 120,119 Australia & New Zealand 1,883 n/m — Average number of transacting ATMs – Managed services and processing 132,570 10.4 120,119

Total average number of transacting ATMs 234,332 18.1 198,450

Total transactions (in thousands): ATM operations 1,495,586 10.1 1,358,409 Managed services and processing, net 1,057,999 51.2 699,681 Total transactions 2,553,585 24.1 2,058,090

Total cash withdrawal transactions (in thousands): ATM operations 956,919 12.8 848,394

Per ATM per month amounts (excludes managed services and processing): Cash withdrawal transactions 784 (13.2) 903

ATM operating revenues (2) $ 1,107 (9.3) $ 1,221 Cost of ATM operating revenues (2)(3) 739 (4.9) 777 ATM adjusted operating gross profit (2) (3) $ 368 (17.1)% $ 444

ATM adjusted operating gross profit margin (2) (3) 33.2 % 36.4 %

(1) Certain ATMs previously reported in this category are now included in the United States: Managed services and processing and United States: Company-owned categories. (2) ATM operating revenues and Cost of ATM operating revenues relating to managed services, processing, ATM equipment sales, and other ATM-related services are not included in this calculation. (3) Amounts presented exclude the effect of depreciation, accretion, and amortisation of intangible assets, which is presented separately in the accompanying Consolidated Statements of Operations. See Item 8. Financial Statements and Supplementary Data, Note 1. Basis of Presentation and Summary of Significant Accounting Policies - (d) Cost of ATM Operating Revenues Presentation.

STRATEGIC REPORT (continued)

Building 4, 1st Floor Trident Place Hatfield, Hertfordshire United Kingdom, AL10 9UL

DIRECTORS’ REPORT

The directors present the annual report on the affairs of the group, together with the financial statements and auditor’s report, for the year ended 31 December 2017.

There have been no significant events since the balance sheet date that were worthy of disclosure in the consolidated financial statements. An indication of potential future developments in the business of the company are included in the Strategic Report.

Information about the use of financial instruments by the company and its subsidiaries is provided in note 15 to the consolidated financial statements.

The group maintains operations in the US, Mexico, Canada, UK, Germany, Spain, Ireland, Australia, New Zealand, and Africa. The group ceased its operations in Poland during the three months ended 31 December 2017. Our Executive offices of the group are located in Houston, Texas and London, England.

Dividend policy

The directors do not currently recommend the payment of a dividend (2016; $nil). However, we may elect to pay dividends in the future.

Directors

The following persons were directors of the Company during the year ended 31 December 2017 and up to the date of this report, except as noted:

• Julie Gardner • Mark Rossi • Steven Rathgaber (appointed 1 July 2016, resigned 31 December 2017) • Juli Spottiswood • George Patrick Phillips • John Timothy Arnoult • Jorge Diaz • Dennis Lynch

The Company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.

Details of the directors’ remuneration, biographical details, and their interest in the shares of the Company are set out in the Directors’ Remuneration Report and Appendix 2: Proxy Statement. Political contributions

The Company did not make any political contributions during 2017 (2016: $nil).

Substantial shareholdings

For listing of our substantial shareholders as of 31 December 2017, please see Appendix 2: Proxy Statement.

DIRECTORS’ REPORT (continued)

Disabled employees

Applications for employment by disabled persons are fully considered, bearing in mind the aptitudes of the applicant concerned. In the event that a member of our staff becomes disabled, every effort is made to ensure that their employment with the group continues and that appropriate accommodation is arranged. It is the policy of the group that the accommodation, training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee consultation and compensation

The group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the group. This is achieved through formal and informal meetings, regular, public reporting on a quarterly basis, and widely distributed email messages. Employee representatives are consulted regularly on a wide range of matters affecting their current and future interests.

The employee share scheme has been in place since its inception in 2001. The scheme currently covers members of the board and certain employees. In addition, certain employees participate in a cash bonus plan. Amounts of potential payouts under the cash bonus plan are generally based on the level of performance achieved by the company and/or employee. Further details on the employee share scheme are provided in the Notes to the Consolidated Financial Statements, Note. 3 Stock-Based Compensation.

Greenhouse Gas Emissions (GHG) Reporting

Subject to a defined scope and established materiality Cardtronics has reported the material emissions from owned and utilised assets for which the Company has operational control. An organisation has operational control if it has full authority to introduce and implement its operating policies in its business. Emissions associated with the maintenance operations and other operations outside of the UK, US, Australia, and Canada are not included in this disclosure as they are not considered to be material. Subject to this scope, Cardtronics has determined that approximately 78% of its total emissions are attributable to combustion of electricity used in its ATM operations, which consists of 53,017 tonnes or 2.19 tonnes of CO2e per ATM. Cardtronics estimates that the remaining 22% of its emissions are attributable to purchased electricity used for its office/warehouse facilities in approximately 48 locations in the US, UK, Australia, and Canada as well as the fuel consumed by the Company’s cash-in-transit operations in the US, UK, Australia, and Canada. To the best of our knowledge and subject to a defined scope and materiality Cardtronics is not aware of any other material sources of Greenhouse Gas Emissions or any unspecified omissions from our reporting.

DIRECTORS’ REPORT (continued)

Greenhouse Gas Emissions (GHG) Reporting (Continued)

Assessment Parameters Baseline year The reporting period used for this information is 1 January 2017 to 31 December 2017 Consolidation Operational control approach Boundary summary All entities and facilities either owned or under operational control Consistency with Data is consistently reported across each entity financial statements Emission factor data Greenhouse gas reporting: conversion factors 2017 source https://www.gov.uk/government/publications/greenhouse-gas-reporting-conversion- factors-2017 Assessment The GHG Protocol Corporate Accounting and Reporting Standard (revised edition) and methodology ISO 14064-1 (2006) Materiality threshold Materiality was set at group level at 5% Intensity ratio Emissions per ATM

GHG emissions data for period 1 January 2017 to 31 December 2017

Reporting Metric Global tonnes of CO2e Combustion of fuel and operation of facilities 13,996 tonnes Electricity, heat, steam and cooling purchased for own use 1,217 tonnes

Tonnes of CO2e per ATM 2.19 tonnes

Going concern basis

The group’s business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report beginning on page 3 of this report. The directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

Disclosure of information to auditor

The directors who held office at the date of approval of this directors’ report confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is unaware; and each director has taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.

Auditor

In accordance with Section 489 of the Companies Act 2006, a resolution for the re-appointment of KPMG LLP as auditor of the company is to be proposed at the forthcoming Annual General Meeting.

DIRECTORS’ REPORT (continued)

Responsibility statement of the directors in respect of the annual financial report

We confirm that to the best of our knowledge:

 The financial statements, prepared in accordance with the applicable set of accounting standards, give a free and fair view of the assets, liabilities, financial position, and profit or loss of the company and the underlings included in the consolidation taken as a whole; and  The Strategic Report includes a fair review of the development and performance of the business and the position of the issuer and the underlings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they have.

Building 4, 1st Floor Trident Place Hatfield, Hertfordshire United Kingdom, AL10 9UL

DIRECTORS’ REMUNERATION REPORT

For the Directors’ Remuneration Report, please see Appendix 2.

STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND THE CONSOLIDATED FINANCIAL STATEMENTS

The directors are responsible for preparing the Annual Report and the Group and parent Company financial statements in accordance with applicable law and regulations.

UK Company law requires the directors to prepare Group and parent Company financial statements for each financial year. Under current UK law the directors have elected to prepare the Group Consolidated Financial Statements in accordance with US GAAP and applicable law and have elected to prepare the parent Company stand-alone financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.

Under UK Company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of their profit or loss for that period. In preparing each of the Group and parent Company financial statements, the directors are required to:

 select suitable accounting policies and then apply them consistently;  make judgements and estimates that are reasonable and prudent;  for the Group financial statements, state whether they have been prepared in accordance with an acceptable accounting standards basis including US GAAP;  for the parent Company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;  assess the Group and parent Company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern; and  use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or cease operations, or have no realistic alternative but to do so.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the directors are responsible for preparing a Strategic Report, Directors’ Report and Director’s Remuneration Report that complies with the law and these regulations. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CARDTRONICS PLC

1 Our opinion is unmodified

We have audited the financial statements of Cardtronics plc (“the Company”) for the year ended 31 December 2017 which comprise the Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income, Consolidated Statements of Shareholders’ Equity, Consolidated Statements of Cash Flows and the related notes, including the accounting policies in note 1.

In our opinion:

 the financial statements give a true and fair view of the state of the Group’s and of the parent Company’s affairs as at 31 December 2017 and of the Group’s profit for the year then ended;  the Group financial statements have been properly prepared in accordance with US Generally Accepted Accounting Principles (US GAAP);  the parent Company financial statements have been properly prepared in accordance with UK Accounting Standards (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework;  the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent with our report to the audit committee.

We were appointed as auditor by the shareholders on 10 May 2017. The period of total uninterrupted engagement is for the 2 financial years ended 31 December 2017. We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed entities. No non-audit services prohibited by that standard were provided.

2 Key audit matters: our assessment of risks of material misstatement

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on these matters. We summarise below the key audit matters in decreasing order of significance:

The risk Our response Valuation of Subjective valuation Our procedures included: intangible assets During the year the Group acquired Control operation: We tested the design and operating acquired in the Direct Cash Payments Inc. for a effectiveness of controls related to the intangibles acquired acquisition of Direct combined aggregate consideration in a business combination. Cash Payments Inc. of $495m. Methodology choice: We used our own valuation Net assets acquired: specialists to assess the appropriateness of the valuation $495m The determination of separately methodology applied by the Group. identifiable intangible assets arising Refer to page 122 on business combinations is Benchmarking assumptions: We critically challenged the (accounting policies) inherently judgemental and key assumptions, and in particular evaluated the and pages 134-137 valuation of these assets is complex reasonableness of the weighted average cost of capital, (financial disclosure). and sensitive to underlying 29

assumptions around future cash growth rates and the discount rate with reference to flows and discount rates. externally derived data and our knowledge of the industry.

Our sector experience: We assessed the completeness of the intangibles identified by applying our professional experience to the information obtained from our inspection of purchase agreements and our inquiries with management, including obtaining understanding of the business acquired and the motivations for the acquisition. Valuation of the Forecast based valuation Our procedures included: contingent During the year the Group acquired Control operation: We tested the design and operating consideration Spark ATM Systems Pty Ltd. for a effectiveness of controls related to the valuation of the associated with the cash consideration of approximately contingent consideration. acquisition of Spark $19.5m plus a contingent ATM Systems Pty Methodology choice: We used our own valuation consideration of up to Ltd. specialists to assess the appropriateness of the valuation approximately $59.6m. methodology and significant assumptions applied by the Acquisition-related Group. contingent The determination of the fair value consideration: $43m of contingent consideration is a Benchmarking assumptions: We assessed the key complex process that requires assumptions such as growth in the equity value, use of a Refer to page 122 significant judgement. Management generic Credit Default Swap spread and inputs used for (accounting policies) are required to reassess the share prices with reference to externally derived data. and pages 137-138 reasonableness of the valuation of (financial disclosure). the contingent consideration every quarter and any subsequent adjustment to the fair value of the contingent consideration will result in a change in the liability with a corresponding adjustment to earnings. Recoverability of Forecast based valuation Our procedures included: group goodwill and Control operation: We tested the design and operating of parent’s Goodwill in the Group and the effectiveness of controls related to the valuation of the investment in carrying amount of the parent impairment loss. subsidiaries company’s investments in subsidiaries are significant and at Methodology choice: We used our own valuation Group Goodwill risk of irrecoverability due to an specialists to assess the appropriateness fair value $775m impairment triggering event in established for the Australia & New Zealand reporting unit. (2016: $533m) Australia. The estimated Benchmarking assumptions: We assessed the key recoverable amount of these Parent Investment assumptions such as royalty rates and discount rates with balances is subjective due to the $1,098m inherent uncertainty involved in reference to externally derived data. (2016: $1,829m) forecasting and discounting future Historical comparisons: We assessed the reasonableness cash flows and in calculating and of the forecasts used by considering the historical accuracy Refer to pages 122 assigning valuation multiples. of previous budgets. and 191 (accounting policies) and pages 128-130, 142-143 and 195 (financial disclosures).

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CARDTRONICS PLC (Continued) 3 Our application of materiality and an overview of the scope of our audit

Materiality for the group financial statements as a whole was set at $6.7m (2016: $6.3m) and determined with reference to a benchmark of total revenues as disclosed on the face of the Consolidated Statements of Operations, of which it represents 0.5% (2016: 0.5%). Materiality for the parent company financial statements as a whole was set at $6.5m (2016: $6.0m), determined with reference to a benchmark of total assets, of which it represents 0.6% (2016: 0.3%). We reported to the Audit Committee any corrected or uncorrected identified misstatements exceeding $0.3m (2016: $0.3m), in addition to other identified misstatements that we believe warranted reporting on qualitative grounds. Of the group’s 8 components (2016: 9 components), we subjected 5 (2016: 3) to audits for group reporting purposes, 3 (2016: 0) to specific risk-focused audit procedures. The latter were not individually financially significant enough to require a full scope audit for group purposes, but did present specific individual risks that needed to be addressed. The coverage of revenues, total profits and losses that made up Group profit before tax, and Group total assets achieved can be seen in the table below.

Number of Group Group profit Group components revenue 2017 before tax total assets 2017 (2016) (2016) 2017 (2016) 2017 (2016)

Audits for group reporting purposes 5 (3) 93% (96%) 95% (92%) 88% (94%) Specific risk-focused audit procedures 3 (-) 5% (-) 4% (-) 9% (-) Total 8 (3) 98% (96%) 99% (92%) 97% (94%)

The remaining 2% of total group revenue, 1% of total profits and losses that made up group profit before tax and 3% of total group assets is represented by 9 reporting components, none of which individually represented more than 4% of any of total group revenue, group profit before tax or total group assets. For these residual components, we performed analysis at an aggregated group level to re-examine our assessment that there were no significant risks of material misstatement with these. The group audit team instructed the component auditors as to the significant areas to be covered, including the relevant risks detailed above and the information to be reported back. The Group team approved the component materialities, which ranged from $1.0m to $6.5m (2016: $1.6m to $6.3m), having regard to the mix of size and risk profile of the Group across the components. The work on 3 of the 8 components (2016: none of the 3 components) was performed by component auditors and the rest, including the audit of the parent company, was performed by the Group audit team. The Group team visited 1 (2016: 0) component in 1 locations (2016: 0 locations). Telephone conference meetings were held with the component auditors. At meetings, the audit approach, findings and observations reported to the Group audit team were discussed in more detail, and any further work required by the Group audit team was then performed by the component auditor. The Group team also reviewed the audit work papers for significant areas prepared by the component auditor.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CARDTRONICS PLC (Continued) 4 We have nothing to report on going concern

We are required to report to you if we have concluded that the use of the going concern basis of accounting is inappropriate or there is an undisclosed material uncertainty that may cast significant doubt over the use of that basis for a period of at least twelve months from the date of approval of the financial statements. We have nothing to report in these respects.

5 We have nothing to report on the other information in the Annual Report

The directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information.

Strategic report and directors’ report

Based solely on our work on the other information:

 we have not identified material misstatements in the strategic report and the directors’ report;  in our opinion the information given in those reports for the financial year is consistent with the financial statements; and  in our opinion those reports have been prepared in accordance with the Companies Act 2006.

Directors’ remuneration report

In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.

6 We have nothing to report on the other matters on which we are required to report by exception

Under the Companies Act 2006, we are required to report to you if, in our opinion:

 adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or  the parent Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or  certain disclosures of directors’ remuneration specified by law are not made; or  we have not received all the information and explanations we require for our audit. We have nothing to report in these respects.

7 Respective responsibilities

Directors’ responsibilities

As explained more fully in their statement set out on page 28, the Directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine 32

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CARDTRONICS PLC (Continued) is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or other irregularities (see below), or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud, other irregularities or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.

8 The purpose of our audit work and to whom we owe our responsibilities

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.

Kelly Dunn (Senior Statutory Auditor) for and on behalf of KPMG LLP, Statutory Auditor

Chartered Accountants

Botanic House

100 Hills Road

Cambridge

CB2 1AR

17 April 2018

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “2017 Form 10-K”) contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbor provisions thereof. Forward-looking statements can be identified by words such as “project,” “believe,” “estimate,” “expect,” “future,” “anticipate,” “intend,” “contemplate,” “foresee,” “would,” “could,” “plan,” and similar expressions that are intended to identify forward-looking statements, which are generally not historical in nature. These forward- looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effect on the Company. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Company will be those that are anticipated. All comments concerning the Company’s expectations for future revenues and operating results are based on its estimates for its existing operations and do not include the potential impact of any future acquisitions. The Company’s forward-looking statements involve significant risks and uncertainties (some of which are beyond its control) and assumptions that could cause actual results to differ materially from its historical experience and present expectations or projections. Known material factors that could cause actual results to differ materially from those in the forward-looking statements include:

 the Company’s financial outlook and the financial outlook of the automated teller machines and multi- function financial services kiosks (collectively, “ATMs”) industry and the continued usage of cash by consumers at rates near historical patterns;  the Company’s ability to respond to recent and future network and regulatory changes;  the Company’s ability to renew its existing merchant relationships on comparable economic terms and add new merchants;  the Company’s ability to pursue, complete, and successfully integrate acquisitions;  changes in interest rates and foreign currency rates;  the Company’s ability to successfully manage its existing international operations and to continue to expand internationally;  the Company’s ability to manage concentration risks with key customers, merchants, vendors, and service providers;  the Company’s ability to prevent thefts of cash and maintain adequate insurance;  the Company’s ability to manage cybersecurity risks and protect against cyber-attacks and manage and prevent data breaches;  the Company’s ability to respond to potential reductions in the amount of net interchange fees that it receives from global and regional debit networks for transactions conducted on its ATMs due to pricing changes implemented by those networks as well as changes in how issuers route their ATM transactions over those networks, including recently proposed changes to the LINK interchange rate in the U.K.;  the Company’s ability to provide new ATM solutions to retailers and financial institutions including placing additional banks’ brands on ATMs currently deployed;  the Company’s ATM vault cash rental needs, including potential liquidity issues with its vault cash providers and its ability to continue to secure vault cash rental agreements in the future on reasonable economic terms;  the Company’s ability to manage the risks associated with its third-party service providers failing to perform their contractual obligations;  the Company’s ability to renew its existing third party service provider relationships on comparable economic terms;  the Company’s ability to successfully implement and evolve its corporate strategy;  the Company’s ability to compete successfully with new and existing competitors;  the Company’s ability to meet the service levels required by its service level agreements with its customers;  the additional risks the Company is exposed to in its United Kingdom (“U.K.”) armored transport business;  the impact of changes in laws, including tax laws, that could adversely affect the Company’s business and profitability;  the impact of, or uncertainty related to, the U.K.’s planned exit from the European Union, including any material adverse effect on the tax, tax treaty, currency, operational, legal, and regulatory regime and macro- economic environment to which it will be subject to as a U.K. company; 34

 the Company’s ability to react to recent market changes in Australia as a result of recent actions by major banks that may result in lower transaction volumes at the Company’s ATMs; and  the Company’s ability to retain its key employees and maintain good relations with its employees.

For additional information regarding known material factors that could cause the Company’s actual results to differ from its projected results, see Part I. Item 1A. Risk Factors in this 2017 Form 10-K. Readers are cautioned not to place undue reliance on forward-looking statements contained in this document, which speak only as of the date of this 2017 Form 10-K. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.

PART I

ITEM 1. BUSINESS

Overview

Cardtronics plc provides convenient automated consumer financial services through its network of automated teller machines and multi-function financial services kiosks (collectively referred to as “ATMs”). As of December 31, 2017, we were the world’s largest ATM owner/operator, providing services to over 230,000 ATMs.

During 2017, 64.4% of our revenues were derived from our operations in North America (including our ATM operations in the U.S., Canada, and Mexico), 26.8% of our revenues were derived from our operations in Europe and Africa (including our ATM operations in the U.K., Ireland, Germany, Spain, South Africa and the recently exited operations in Poland which accounted for less than 1% of total revenues), and 8.8% of our revenues were derived from our operations in Australia and New Zealand. Included in our network as of December 31, 2017, were approximately 134,000 ATMs to which we provided processing only services or various forms of managed services solutions. Under a managed services arrangement, retailers, financial institutions, and ATM distributors rely on us to handle some or all of the operational aspects associated with operating and maintaining ATMs, typically in exchange for a monthly service fee, fee per transaction, or fee per service provided.

Through our network, we deliver financial related services to cardholders and provide ATM management and ATM equipment-related services (typically under multi-year contracts) to large retail merchants, smaller retailers, and operators of facilities such as shopping malls, airports, and train stations. In doing so, we provide our retail partners with a compelling automated financial services solution that helps attract and retain customers, and in turn, increases the likelihood that our ATMs will be utilized. 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 under managed services arrangements. Additionally, in Canada, through our acquisition of DirectCash Payments Inc. (“DCPayments”), we also provide processing services for issuers of debit cards.

We generally operate ATMs under three arrangement types with our retail partners: Company-owned ATM placements, merchant-owned ATM placements, and managed services (which includes transaction processing services). Under Company-owned arrangements, we provide the physical ATM and are typically responsible for all aspects of the ATM’s 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 ATM and is usually responsible for providing cash and performing simple maintenance tasks, while we provide more complex maintenance services, transaction processing, and connection to the EFT networks. We also offer various forms of managed services, depending on the needs of our customers. Each managed service arrangement is a customized ATM management solution that can include any combination of the following services: monitoring, maintenance, cash management, cash delivery, customer service, transaction processing, and other services. As of December 31, 2017, 35.3% of our ATMs operated were Company- owned and 64.7% of our ATMs were merchant-owned or operated under a managed services solution. Each of the arrangement types described above are attractive to us, and we plan to continue growing our revenues under each arrangement type.

In addition to our retail merchant relationships, we also partner with leading financial institutions to brand selected ATMs within our network, including BBVA Compass Bancshares, Inc. (“BBVA”), Citibank, N.A. (“Citibank”), Citizens Financial Group, Inc. (“Citizens”), Cullen/Frost Bankers, Inc. (“Cullen/Frost”), Discover Bank (“Discover”), PNC Bank, N.A. (“PNC Bank”), Santander Bank, N.A. (“Santander”), and TD Bank, N.A. (“TD Bank”) in the U.S.; the Bank of Nova Scotia (“Scotiabank”), TD Bank, Canadian Imperial Bank Commerce (“CIBC”), and DirectCash Bank in Canada; and Bank of Queensland Limited (“BOQ”) and HSBC Holdings plc (“HSBC”) in Australia. In Mexico, we partner with Scotiabank to place their brands on our ATMs in exchange for certain services provided by them. As of December 31, 2017, approximately 20,000 of our ATMs were under contract with approximately 500 financial institutions to place their logos on the ATMs, and to provide convenient surcharge-free access for their banking customers. 36

We also own and operate the Allpoint network (“Allpoint”), the largest surcharge-free ATM network (based on the number of participating ATMs). Allpoint, with approximately 55,000 participating ATMs, provides surcharge- free ATM access to over 1,000 participating banks, credit unions, and stored-value debit card issuers. For participants, Allpoint provides scale, density, and convenience of surcharge-free ATMs that surpasses the largest banks in the U.S. In exchange, Allpoint earns either a fixed monthly fee per cardholder or a fixed fee per transaction that is paid by participants. The Allpoint network includes a majority of our Company-owned ATMs in the U.S., a portion of our Company-owned ATMs in the U.K., Canada, Puerto Rico, and Mexico as well as certain ATMs in Australia. Allpoint also works with financial institutions that manage stored-value debit card programs on behalf of corporate entities and governmental agencies, including general purpose, payroll, and electronic benefits transfer (“EBT”) cards. Under these programs, the issuing financial institutions pay Allpoint a fee per issued stored-value debit card or per transaction in return for allowing the users of those cards surcharge-free access to Allpoint’s participating ATM network.

Our revenues are generally recurring in nature, and historically have been derived largely from convenience transaction fees, which are paid by cardholders, as well as other transaction-based fees, including interchange fees, which are paid by the cardholder’s financial institution for the use of the ATMs serving their customers and connectivity to the applicable EFT network that transmits data between the ATM and the cardholder’s financial institution. Other revenue sources include: (i) fees for branding our ATMs with the logos of financial institutions and providing financial institution cardholders with surcharge free access, (ii) revenues earned by providing managed services (including transaction processing services) solutions to retailers and financial institutions, (iii) fees from financial institutions that participate in our Allpoint surcharge-free network, (iv) fees earned from foreign currency exchange transactions at the ATM, known as dynamic currency conversion, and (v) revenues from the sale of ATMs and ATM-related equipment and other ancillary services.

Organizational and Operational History

We were formed as a Texas corporation in 1993 and originally operated under the name of Cardpro, Inc. In June 2001, Cardtronics Group, Inc. was incorporated under the laws of the state of Delaware and became the parent company for the existing business. In January 2004, Cardtronics Group, Inc. changed its name to Cardtronics, Inc. (“Cardtronics Delaware”). In December 2007, we completed an initial public offering of 12,000,000 common shares.

In July 2016, the location of incorporation of the parent company of the Cardtronics group of companies was changed from Delaware to the U.K., whereby Cardtronics plc, a public limited company organized under English law (“Cardtronics plc”), became the new publicly traded corporate parent of the Cardtronics group of companies following the completion of the merger between Cardtronics Delaware and one of its subsidiaries (the “Merger”). The Merger was completed pursuant to the Agreement and Plan of Merger, dated April 27, 2016, the adoption of which was approved by Cardtronics Delaware’s shareholders on June 28, 2016 (collectively, the “Redomicile Transaction”). Pursuant to the Redomicile Transaction, each issued and outstanding common share of Cardtronics Delaware held immediately prior to the Merger was effectively converted into one Class A Ordinary Share, nominal value $0.01 per share, of Cardtronics plc (collectively, “common shares”). Upon completion, the common shares were listed and began trading on The NASDAQ Stock Market LLC under the symbol “CATM,” the same symbol under which common shares of Cardtronics Delaware were formerly listed and traded. The Redomicile Transaction was accounted for as an internal reorganization of entities under common control, and therefore, Cardtronics Delaware’s assets and liabilities have been accounted for at their historical cost basis and not revalued in the transaction.

A large portion of our growth throughout our operating history has been driven by acquisitions as we have expanded our operations in the U.S. and into several other new geographic markets in North America and Europe. Our largest markets are currently the U.S. and the U.K. On January 6, 2017, we completed the acquisition of DirectCash Payments Inc. (“DCPayments”), a publicly listed (Toronto Stock Exchange), leading operator of approximately 25,000 ATMs with primary operations in Canada, Australia, New Zealand, the U.K., and Mexico. On January 31, 2017, we completed the acquisition of Spark ATM Systems (“Spark”), an independent ATM deployer in South Africa, with a growing network of approximately 2,300 ATMs as of the date of acquisition.

From 2001 to 2017, the total number of annual transactions processed within our network of ATMs increased from approximately 19.9 million to approximately 2.6 billion.

Additional Company Information

General information about us can be found on our website at http://www.cardtronics.com. We file annual, quarterly, and current reports as well as other information electronically with the Securities Exchange Commission (“SEC”) under the Exchange Act. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports are available free of charge on our website as soon as reasonably practicable after the reports are filed or furnished electronically with the SEC. You may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. You may also request an electronic or paper copy of our SEC filings at no cost by writing or telephoning us at the following: Cardtronics plc, Attention: Chief Financial Officer, 3250 Briarpark Drive, Suite 400, Houston, Texas 77042; (832) 308-4000. Information on our website is not incorporated into this 2017 Form 10-K or our other securities filings.

Our Strategy

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 expand into new international markets over time in order to enhance our position as a leading global provider of automated consumer financial services. We plan to drive additional transactions at our existing ATMs by making them increasingly attractive to banks and their customers to use. We also 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, including, in some cases, management of in-branch ATMs. Additional demand for our products and services in these markets is being driven by banks reducing the number of physical branches they operate and bank initiatives to lower their operating and capital costs. Additionally, we seek to deploy additional products and services that will further incentivize consumers to utilize our network of ATMs. In the future, we may seek to diversify our revenues beyond services provided by our ATMs. In order to execute our strategy, we endeavor to:

Increase our number of deployed ATMs with existing and new merchant relationships. Certain of our retail customers continue to expand the number of active store locations they operate, either through acquisitions or through new store openings, thus providing us with additional ATM deployment opportunities. Additionally, we seek opportunities to deploy ATMs with new retailers, including retailers that currently do not have ATMs, as well as those that have existing ATM programs, but that are looking for a new ATM provider. We believe our expertise, broad geographic footprint, strong record of customer service, and significant scale positions us to successfully market to and enter into long-term contracts with additional leading merchants.

Expand our relationships with leading financial institutions. Through our merchant relationships as well as our diverse product and service offerings, we believe we can provide our existing financial institution customers with convenient solutions to fulfill their growing ATM and automated consumer financial services requirements. Further, we believe we can leverage our product offerings to attract additional financial institutions as customers. Services currently offered to financial institutions include branding our ATMs with their logos, on-screen advertising and content management, providing image remote deposit capture, providing surcharge-free access to their cardholders, and providing managed services for their ATM portfolios. Our EFT transaction processing platforms enable us to provide customized control over the content of the information appearing on the screens of our ATMs and ATMs we process for financial institutions, which increases the types of products and services we are able to offer to financial institutions. We also plan to continue growing the number of ATMs and financial institutions participating in our Allpoint network, which drives higher transaction counts and profitability on our existing ATMs and increases our value to the retailers where our ATMs are located through increased foot traffic at their stores. As discussed above, 38

we are seeing increasing demand from financial institutions for outsourcing of ATM-related services, as recent industry trends have caused banks to want to reduce their physical footprints and transform their existing branches to focus less on human tellers and increasingly utilize automation, through ATMs and other digital channels, for serving their customers. While outsourcing of ATM-related services for financial institutions is not a significant driver of our revenues today, we believe we currently possess the capabilities to deliver value to financial institutions and plan to dedicate additional resources to drive growth in this area.

Work with non-traditional financial institutions and card issuers to further leverage our extensive ATM network. We believe there are opportunities to develop or expand relationships with non-traditional financial institutions and card issuers, such as reloadable stored-value debit card issuers and alternative payment networks, which are seeking an extensive and convenient ATM network to complement their card offerings and electronic-based accounts. Additionally, we believe that many of the stored-value debit card issuers in the U.S. can benefit by providing their cardholders with access to our ATM network on a discounted or fee-free basis. For example, through our Allpoint network, we have sold access to our ATM network to issuers of stored-value debit cards to provide their cardholders with convenient, surcharge-free access to cash.

Increase transaction levels at our existing locations. We believe there are opportunities to increase the number of transactions that are occurring today at our existing ATM locations. On average, only a small fraction of the individuals that enter our retail customers’ locations utilize our ATMs. In addition to our existing initiatives that tend to drive additional transaction volumes to our ATMs, such as bank-branding and network-branding, we have developed and are continuing to develop new initiatives to drive incremental transactions to our existing ATM locations. We also operate and continue to develop programs to steer cardholders of our existing financial institution partners and members of our Allpoint network to visit our ATMs in convenient retail locations. These programs may include incentives to cardholders such as coupons and rewards that influence customers to visit our ATMs within our existing retail footprint. While we are in various stages of developing and implementing many of these programs, we believe that these programs, when properly structured, can benefit multiple constituents (i.e., retailers, financial institutions, and cardholders) in addition to driving increased transaction volumes to our ATMs.

Develop and provide additional services at our existing ATMs. The majority of our ATMs in service currently offer only cash dispensing and other simple transactions such as balance inquiries. We believe that there are opportunities to offer additional automated consumer financial services at our ATMs, such as cash and check deposit, and other products which could provide a compelling and cost-effective solution for financial institutions and stored- value debit card issuers looking to provide convenient and broader financial services to their customers at well-known retail locations. We also allow advertisers to place their messages on our ATMs equipped with on-screen advertising software in the U.S., Canada, and the U.K. Offering additional services at our ATMs, such as advertising, allows us to create new revenue streams from assets that have already been deployed, in addition to providing value to our customers through beneficial offers and convenient services. We plan to develop additional products and services that can be delivered through our existing ATM network.

Pursue additional managed services opportunities. Over the last several years, we expanded the number of ATMs that are operated under managed services arrangements. Under these arrangements, retailers and financial institutions generally pay us a fixed management fee per ATM and/or a fixed fee per transaction in exchange for handling some or all of the operational aspects associated with operating and maintaining their own ATMs. Surcharge and interchange fees under these arrangements are generally earned by the retailer or the financial institution rather than by us. As a result, in this arrangement type, our revenues are partially protected from fluctuations in transaction levels of these ATMs and changes in network interchange rates. We plan to continue pursuing additional managed services opportunities with leading merchants and financial institutions in the markets in which we operate.

For additional information related to items that may impact our strategy, see Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Developing Trends and Recent Events.

Our Products and Services

Under our Company-owned arrangement type, we typically provide all of the services required to operate ATMs, which include monitoring, maintenance, cash management, customer service, and transaction processing. We believe our merchant and financial institution customers value our high level of service, industry expertise, and established operating history. In connection with the operation of our ATMs under our traditional ATM services model, we earn revenue on a per transaction basis from the surcharge fees charged to cardholders for the convenience of using our ATMs and from interchange fees charged to cardholders’ financial institutions for processing the transactions conducted on our ATMs. As further described below, we also earn revenues on these ATMs based on our relationships with certain financial institutions and from our Allpoint network.

Under our merchant-owned arrangement type, we typically provide transaction processing services, certain customer support functions, and settlement services. We generally earn interchange revenue on a per transaction basis in this arrangement. In some cases, the surcharge is earned completely by the merchant, in which case our revenues are derived solely from interchange revenues. In other arrangements, we also share a portion of the surcharge revenues.

For ATMs under managed services arrangements (including transaction processing arrangements), we typically receive a fixed monthly management fee and/or fixed fee per transaction in return for providing the agreed-upon service or suite of services. We do not generally receive surcharge and interchange fees in these arrangements, but rather those amounts are earned by our customer.

We also earn revenues from other services at our ATMs, such as dynamic currency conversion fees, on-screen advertising, and other transaction-based fees, across our various arrangement types.

The following table summarizes the number of ATMs under our various arrangement types as of December 31, 2017:

ATM Operations Managed Company - Merchant - Services and Owned Owned Subtotal Processing Total Number of ATMs at period end 81,542 14,997 96,539 134,156 230,695 Percentage 35.3 % 6.5 % 41.8 % 58.2 % 100.0 %

We have found that the primary factor affecting transaction volumes at a given ATM is its location. Therefore, our strategy in deploying ATMs, particularly those placed under Company-owned arrangements, is to identify and deploy ATMs at locations that provide high visibility and high retail transaction volume. Our experience has demonstrated that the following locations often meet these criteria: convenience stores, gas stations, grocery stores, drug stores, transportation hubs (e.g., airports and train stations), and other major regional and national retail outlets. We have entered into multi-year agreements with many well-known merchants, including Bi-Lo Holdings, LLC, Coles Supermarket Australia Pty Ltd., CST Brands a division of Alimentation Couche-Tard (“Corner Store”), Cumberland Farms, Inc., CVS Caremark Corporation (“CVS”), HEB Grocery Company, L.P., The Kroger Co., The Pantry, Inc. (“Pantry”), Rite Aid Corporation, Safeway, Inc., Speedway LLC (“Speedway”), Sunoco, Inc., Target Corporation, and Walgreens Boots Alliance, Inc. (“Walgreens”) in the U.S.; Bank of Ireland Group, BP p.l.c., BT Group plc, Co- operative Food (“Co-op Food”), Martin McColl Ltd., Network Rail Infrastructure Limited, Royal Dutch Shell plc, Southern Railway Ltd., Tates Ltd., Waitrose Ltd., and Welcome Break Holdings Ltd. in the U.K.; Cadena Commercial OXXO S.A. de C.V. in Mexico; and 7-Eleven, Inc. (“7-Eleven”) in Canada and Australia.

We generally operate our ATMs under multi-year contracts that provide a recurring and stable source of revenue and typically have an initial term of five to seven years. For the year ended December 31, 2017, our contracts with our top five merchant customers (7-Eleven, Walgreens, CVS, Co-op Food (in the U.K.), and Speedway) accounted for approximately 30.9% of our total revenues, inclusive of our 7-Eleven relationship in the U.S. which accounted for 12.5% of our total revenues. Excluding 7-Eleven in the U.S., which we expect to account for less than 1% of our total revenues in 2018, the next top four contracts accounted for approximately 18.4% of our total revenues during the year

ended December 31, 2017, and had a weighted average remaining life of approximately 3.8 years. As further discussed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Developing Trends and Recent Events, we began to remove our ATMs from 7-Eleven U.S. locations during 2017, and all of our ATMs at 7-Eleven U.S. locations are expected to be removed during the first few months of 2018. As a result, our revenues are expected to decline in 2018 from what we reported in 2017. For additional information related to the risks associated with our customer mix, see Item 1A. Risk Factors - We derive a substantial portion of our revenue from ATMs placed with a small number of merchants. The expiration, termination or renegotiation of any of these contracts with our top merchants, or if one or more of our top merchants were to cease doing business with us, or substantially reduce its dealings with us, could cause our revenues to decline significantly and our business, financial condition and results of operations could be adversely impacted.

Additionally, we enter into arrangements with financial institutions to brand selected Company-owned ATMs with their logos. These bank-branding arrangements allow a financial institution to expand its geographic presence for less than the cost of building a branch location or placing one of its own ATMs at that location and rapidly increase its number of bank-branded ATM sites and improve its competitive position. Under these arrangements, the financial institution’s customers have access to use the bank-branded ATMs without paying a surcharge fee to us. In return, we receive a fixed management fee per ATM from the financial institution, while retaining our standard fee schedule for other cardholders using the bank-branded ATMs. In addition, our bank-branded ATMs typically earn higher interchange revenue as a result of the increased usage of our ATMs by the branding financial institution’s customers and others who prefer to use a bank-branded ATM. In some instances, we have branded an ATM with more than one financial institution. We intend to continue pursuing additional bank-branding arrangements as part of our growth strategy.

In addition to our bank-branding arrangements, we offer financial institutions another type of surcharge-free solution to their cardholders through our Allpoint surcharge-free ATM network. Under the Allpoint network, participating financial institutions pay us either a fixed monthly fee per cardholder or a fixed fee per transaction in exchange for us providing their cardholders with surcharge-free ATM access to approximately 55,000 participating ATMs in our Allpoint network, which includes ATMs throughout the U.S., the U.K., Canada, Australia, Puerto Rico, and Mexico. We believe our Allpoint network offers an attractive alternative for financial institutions that lack their own extensive and convenient ATM network, including the issuers of stored-value debit cards.

For additional information related to the amount of revenue contributed by our various service offerings, see Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Components of Revenues, Costs of Revenues, and Expenses - Revenues.

Segment and Geographic Information

As of December 31, 2017, we operate in three segments: North America, Europe & Africa, and Australia & New Zealand. Our North America segment includes ATM operations in all 50 states in the U.S., Puerto Rico, Canada, and Mexico, and accounted for 64.4% of our total revenues for the year ended December 31, 2017. Our Europe & Africa segment includes our ATM operations in the U.K., Ireland, Germany, Poland, Spain, and South Africa, and accounted for 26.8% of our total revenues for the year ended December 31, 2017. Our Australia & New Zealand segment includes Australia and New Zealand and accounted for 8.8% of our total revenues for the year ended December 31, 2017. While each of the reporting segments provides similar kiosk-based and/or ATM-related services, each segment is managed separately and requires different marketing and business strategies.

As the integration of DCPayments (acquired in January 2017) progressed throughout the second quarter of 2017, the Company separated the DCPayments operations into their respective geographical components, including them within the Company’s geographical segments and reorganized its segments into North America, Europe & Africa, and Australia & New Zealand. The North America segment includes the Company’s transaction processing operations, which service its internal ATM operations, along with external customers. The transaction processing operations were previously reported in the Company’s Corporate & Other segment. Segment information presented for prior periods has been revised to reflect the changes in the Company’s segments.

For financial information including revenues, earnings, and total assets of our reporting segments, see Part II. Item 8. Financial Statements and Supplementary Data, Note 20. Segment Information. For additional information related to the risks associated with our international operations, see Item 1A. Risk Factors - We operate in many sovereign jurisdictions across the globe and expect to continue to grow our business in new regions. Operating in different countries involves special risks and our geographic expansion may not be successful, which would result in a reduction of our gross and net profits.

Sales and Marketing

In the U.S., our sales and marketing teams are organized by customer type across retail and financial industries. We have teams focused on developing new relationships with national, regional, and local merchants as well as building and maintaining relationships with our existing merchants and ATM distributors. In addition, we have sales and marketing teams focused on developing and managing our bank-branding and Allpoint relationships with financial institutions and stored-value debit card issuers, as we look to expand the types of services that we offer to such institutions. Our sales and marketing teams also focus on identifying potential managed services opportunities with financial institutions and retailers alike. Additionally, we maintain sales teams in each of the other geographic markets in which we currently operate.

In addition to targeting new business opportunities, our sales and marketing teams support our customer retention and growth initiatives by building and maintaining relationships with our established and recently-acquired merchants. We seek to identify growth opportunities within merchant accounts by analyzing ATM cardholder patterns. We also analyze foot traffic and various demographic data to determine the best opportunities for new ATM placements, as well as the potential drivers for increasing same-store ATM transactions that will positively impact merchant store sales. Employees who focus on sales are typically compensated with a combination of incentive-based compensation and base salary.

Technology and Operations

Our technology and operations platforms consist of ATMs, central transaction processing systems, network infrastructure components (including hardware, software, and telecommunication circuits used to provide real-time ATM monitoring, software distribution, and transaction processing services), cash management and forecasting software tools, customer service, and ATM management infrastructure.

Equipment. We purchase our ATMs from global manufacturers, including, but not limited to, NCR Corporation (“NCR”), Nautilus Hyosung, Inc. (“Hyosung”), Diebold Incorporated (“Diebold”), Triton Systems (“Triton”), and Chungho ComNet (“Chungho”) and place them in our customers’ locations. The wide range of advanced technology available from these ATM manufacturers provides our customers with advanced features and reliability through sophisticated diagnostics and self-testing routines.

Transaction processing. We place significant emphasis on providing quality service with a high level of security and minimal interruption. We have carefully selected support vendors and systems, as well as developed internal professional staff to optimize the performance of our network. Since 2006, we have operated our own EFT transaction processing platforms, which were further expanded with our acquisition of Columbus Data Services, L.L.C. (“CDS”) in 2015. EFT transaction processing enables us to process and monitor transactions on our ATMs and to control the flow and content of information appearing on the screens of such ATMs. We have also implemented new products and services such as foreign currency exchange services, such as dynamic currency conversion, and have introduced targeted marketing campaigns through on-screen advertising.

Internal systems. Our internal systems, including our EFT transaction processing platforms, include multiple layers of security to help protect the systems from unauthorized access. We use hardware- and software- based security features to prevent and report unauthorized access attempts to our systems. We employ user authentication and security measures at multiple levels. These systems are protected by detailed security rules to only allow appropriate access to information based on the employee’s job responsibilities. Changes to systems are controlled by policies and procedures, with automatic prevention and reporting controls that are placed within our processes. Our real-time connections to the various financial institutions’ authorization systems that allow withdrawals, balance inquiries, transfers, and advanced functionality transactions are accomplished through gateway relationships or direct 42

connections. We use commercially-available and proprietary software that monitors the performance of the ATMs in our network, including details of transactions at each ATM and expenses relating to the ATMs, further allowing us to monitor our on-line availability and financial profitability at each location. We analyze transaction volume and profitability data to determine whether to continue operating at a given site, to determine how to price various operating arrangements with merchants and bank-branding partners, and to create a profile of successful locations to assist us in deciding the best locations for additional deployments.

Product development. In recent years we have made investments to develop new technology which we anticipate will drive transaction volume at our ATMs. In March 2013, we acquired i-design, a Scotland-based company providing technology and marketing services for ATM operators to enable custom screens, graphical receipt content, and advertising and marketing data capture on the ATM. We expect to continue to grow and leverage the products and services of this business within our own network of ATMs and with select external parties. Additionally, we have a product development team focused on improving existing products and services as well as delivering new capabilities that generally leverage our existing platform. Internal product development is an increasing focus for the company, and we expect over time, our product development will drive revenue growth. Examples of recent and continued product development include dynamic currency conversion at the ATM, promotional consumer offers, and the ability to convert stored value digital currency into cash at the ATM. A number of products are currently in various stages of development, pilot, and rollout.

ATM cash management. Our ATM cash management function uses commercially-available software and proprietary analytical models to determine the necessary fill frequency and cash load amount for each ATM. We project vault cash requirements for our Company-owned and cash-serviced ATMs, taking into consideration its location, the day of the week, the timing of holidays, and other factors such as specific events occurring in the vicinity of the ATM. After receiving a cash order from us, the vault cash provider forwards the request to its vault location nearest to the applicable ATM. Personnel at the vault location then arrange for the requested amount of cash to be set aside and made available for the designated armored courier to access and subsequently transport to the ATM. Our ATM cash management department utilizes data from the vault cash providers, internally-produced data, and a proprietary methodology to confirm daily orders, audit delivery of cash to armored couriers and ATMs, monitor cash balances for cash shortages, coordinate and manage emergency cash orders, and audit costs from both armored couriers and vault cash providers.

In the U.K., we operate our own armored courier operation which we significantly expanded through the acquisition of Sunwin Services Group (“Sunwin”) in November 2014. As of December 31, 2017, this operation was servicing approximately 14,900 of our ATMs in the U.K.

Customer service. We believe one of the factors that differentiates us from our competitors is our customer service responsiveness and proactive approach to managing any downtime experienced by our ATMs. We use an advanced software and skilled technicians that monitor our ATMs 24 hours a day for service interruptions and notify our maintenance engineers and vendors for prompt dispatch of necessary service calls.

Finally, we use proprietary software systems to maintain a database of transactions and performance metrics for our ATMs. This data is aggregated into individual merchant and financial institution customer profiles that are accessible by our customer service representatives and managers. We believe our proprietary databases enable us to provide superior quality and reliable customer support, together with information on trends that is valuable to our retail and financial institution partners.

Primary Vendor Relationships

To maintain an efficient and flexible operating structure, we outsource certain aspects of our operations, including cash supply and cash delivery, maintenance, and certain transaction processing services. Due to the large number of ATMs we operate, we believe we have obtained favorable pricing terms from most of our major vendors. We contract for the provision of the services described below in connection with our operations.

Transaction processing. We own and operate EFT transaction processing platforms that utilize proprietary as well as commercially-available software. Historically, our processing efforts have been primarily focused on controlling the flow and content of information on the ATM screen, and we have largely relied on third-party service providers to handle our connections to the EFT networks and to perform certain funds settlement and reconciliation procedures on our behalf. The third-party transaction processors communicate with the cardholder’s financial institution through various EFT networks in order to obtain transaction authorizations and to provide us with the information we need to ensure that the related funds are properly settled. In addition, we have developed a capability to connect to major financial institutions and certain networks on a direct or virtually-direct basis, and we expanded this direct model with our CDS acquisition in 2015. As a result of our past acquisitions, a portion of our withdrawal transactions are currently processed through other third-party processors, with whom the acquired businesses had existing contractual relationships. We plan to convert transaction processing services to our internal EFT transaction processing platforms when economically advantageous to us or as these contracts expire or are terminated.

EFT network services. Our transactions are routed over various EFT networks to obtain authorization for cash disbursements and to provide account balances. EFT networks set the interchange fees that they charge to the financial institutions, as well as the amount paid to us. We attempt to maximize the utility of our ATMs to cardholders by participating in as many EFT networks as practical. Additionally, we own and operate the Allpoint network, the largest surcharge-free network in the U.S. Having this network further enhances our ATM utility by providing certain cardholders surcharge-free access to our ATMs, as well as allowing us to receive network-related economic benefits such as receiving additional transaction-based revenue and setting interchange rates on transactions over this network.

Equipment. We purchase substantially all of our ATMs from a number of global ATM manufacturers, including, but not limited to, NCR, Hyosung, Triton, Diebold, and Chungho. The large quantity of ATMs that we purchase from these manufacturers enables us to receive favorable pricing and terms. In addition, we maintain close working relationships with these manufacturers in the course of our business, allowing us to stay informed about product updates and to receive prompt attention for any technical problems with purchased ATM equipment. The favorable pricing we receive from these manufacturers also allows us to offer certain of our customers an affordable solution to replace their ATMs to be compliant with new regulatory requirements as they arise.

Maintenance. In the U.S., we generally contract with third-party service providers for on-site maintenance services in most of our markets. In the U.K., maintenance services are mostly performed by our in-house technicians.

ATM cash management. We obtain cash to fill our Company-owned ATMs, and in some cases merchant-owned and managed services ATMs, under arrangements with various vault cash providers. We pay a monthly fee based on the average outstanding vault cash balances to our primary vault cash providers under a floating rate formula, which is generally based on various benchmark interest rates such as London Interbank Offered Rates (“LIBOR”). In virtually all cases, beneficial ownership of the cash is retained by the vault cash providers, and we have no right to the cash and no access except for the ATMs that are serviced by our wholly-owned armored courier operations in the U.K. While our U.K. armored courier operations have physical access to the cash loaded in the ATMs, beneficial ownership of that cash remains with the vault cash provider at all times. We also contract with third-parties to provide us with certain cash management services, which varies by geography, which may include reporting, armored courier coordination, cash ordering, cash insurance, reconciliation of ATM cash balances, and claims processing with armored couriers, financial institutions, and processors.

For the quarter ended December 31, 2017, we had an average outstanding vault cash balance of approximately $2.3 billion in cash in our North America ATMs under arrangements with Bank of America, N.A. (“Bank of America”), Wells Fargo, N.A. (“Wells Fargo”), Elan Financial Services (“Elan”) (a division of U.S. Bancorp), and Capital One Financial Corp. (“Capital One”). In Europe & Africa, the average outstanding vault cash balance was approximately $1.4 billion for the quarter ended December 31, 2017, which was primarily supplied by Santander, Royal Bank of Scotland (“RBS”), HSBC Holdings plc (“HSBC”), and Barclays PLC (“Barclays”). In Australia & New Zealand, the average outstanding vault cash balance for the quarter ended December 31, 2017, was approximately $250 million, which was primarily supplied by National Australia Bank Limited (“NAB”) and Australia and New Zealand Banking Group Limited (“ANZ”). For additional information related to our vault cash agreements and the related risks, see Item 1A. Risk Factors - We rely on third-parties to provide us with the cash we 44

require to operate many of our ATMs. If these third-parties were unable or unwilling to provide us with the necessary cash to operate our ATMs, we would need to locate alternative sources of cash to operate our ATMs or we would not be able to operate our business.

The vault cash that we are contractually responsible for in all of the jurisdictions in which we operate is insured up to certain per location loss limits and subject to per incident and annual aggregate deductibles through a syndicate of multiple underwriters.

Cash replenishment. We contract with armored courier services to transport and transfer most of the cash to our ATMs. We use leading third-party armored couriers in all of our jurisdictions except for in the U.K., where we primarily utilize our own armored courier operations. Under these arrangements, the armored couriers pick up the cash in bulk, and using instructions received from us and our vault cash providers, prepare the cash for delivery to each ATM on the designated fill day. Following a predetermined schedule, the armored couriers visit each location on the designated fill day, load cash into each ATM, and then balance each machine and provide cash reporting to the applicable vault cash provider.

Merchant Customers

In each of our markets, we typically deploy our Company-owned ATMs under long-term contracts with major national and regional merchants, including convenience stores, gas stations, grocery stores, drug stores, and other high-traffic locations. Our merchant-owned ATMs are typically deployed under arrangements with smaller independent merchants.

The terms of our merchant contracts vary as a result of negotiations at the time of execution. In the case of Company-owned ATMs, the contract terms vary, but typically include the following:

 a multi-year term, typically five to seven years;  exclusive deployment of ATMs at locations where we install an ATM;  the right to increase surcharge fees, with merchant consent required in some cases;  in the U.S., our right to terminate or remove ATMs or renegotiate the fees payable to the merchant if surcharge fees or interchange fees are reduced or eliminated as a result of regulatory action; and  provisions that make the merchant’s fee dependent on the number of ATM transactions.

During the year ended December 31, 2017, we derived approximately 30.9% of our total revenues from ATMs placed at the locations of our top five merchant customers. 7-Eleven in the U.S. is currently the largest merchant customer in our portfolio, representing approximately 12.5% of our total revenues for the year. The next four largest merchant customers together comprised approximately 18.4% of our total revenues for the year. The 7-Eleven ATM placement agreement in the U.S. expired in July 2017, and most of the ATM operations have been transitioned to the new service provider as of December 31, 2017. After 7-Eleven, our next four largest merchant customers were Co-op Food (in the U.K.), Walgreens, CVS, and Speedway, none of which individually contributed more than 6% of our total revenues for the year. The weighted average remaining life of the four largest merchant customers (excluding 7- Eleven in the U.S.) is approximately 3.8 years. For additional information related to the risks associated with our customer mix, see Item 1A. Risk Factors - We derive a substantial portion of our revenue from ATMs placed with a small number of merchants. The expiration, termination or renegotiation of any of these contracts with our top merchants, or if one or more of our top merchants were to cease doing business with us, or substantially reduce its dealings with us, could cause our revenues to decline significantly and our business, financial condition and results of operations could be adversely impacted.

Seasonality

Our overall business is somewhat seasonal in nature, with generally fewer transactions occurring in the first quarter of the year. Transaction volumes at our ATMs located in regions affected by strong winter weather patterns typically experience declines in volume during winter months as a result of decreases in the amount of consumer traffic through such locations. We usually see an increase in transactions in the warmer summer months, which are 45

also aided by increased vacation and holiday travel. We expect these fluctuations in transaction volumes to continue in the future.

Competition

Historically, we have competed with financial institutions and other independent ATM deployers (commonly referred to as “IADs”) for ATM placements, new merchant accounts, bank-branding, and acquisitions. IADs compete with us for placement rights at merchant locations. Our ATMs compete with the ATMs owned and operated by financial institutions and other IADs for underlying consumer transactions. In certain locations with very high foot traffic, such as airports or major train stations, large arenas or stadiums, we often see competition from large financial institutions as they may utilize such locations for marketing and advertising purposes, and in some cases are willing to subsidize the operations of the ATM. Recently, we have seen somewhat less competition from financial institutions seeking to place ATMs directly at merchant locations.

We have established relationships with leading national and regional financial institutions through our bank- branding program and our Allpoint network. Both of these programs can be cost-efficient alternatives to financial institutions in lieu of operating branches and owning and operating extensive ATM networks. We believe the scale of our extensive network, our EFT transaction processing services, and our focus on customer service provide us with competitive advantages for providing services to leading financial institutions.

Through our Allpoint surcharge-free network, we have significantly expanded our relationships with local, regional, and national financial institutions as well as large issuers of stored-value debit card programs. With regard to our Allpoint network, we encounter competition from other organizations’ surcharge-free networks that are seeking to sell their network to retail locations and offer surcharge-free ATM access to issuers of stored-value debit cards, as well as financial institutions that lack large ATM footprints.

We work to continually develop the types of services we provide to financial institutions and merchants, including management of their ATMs. With respect to our managed services offering, we believe we are well-positioned to offer a comprehensive ATM outsourcing solution with our breadth of services, in-house expertise, and network of existing locations that can leverage the economies of scale required to operate an ATM portfolio. There are several large financial services companies, ATM equipment manufacturers, and service providers that currently offer some of the services we provide, with whom we expect to compete directly in this area. In spite of this, we believe that we have unique advantages that will allow us to offer a compelling solution to financial institutions and retailers alike.

We have also historically competed for acquisition opportunities in each of the markets in which we operate. Acquisitions have been a consistent part of our strategy and may form part of our strategy in the future. Typically, competition for acquisitions is from other IADs, financial service or payments businesses, and/or private equity sponsors of ATM portfolios.

Finally, we face indirect competition from alternative payment mechanisms, such as card-based payments or other electronic forms of payment, including payment applications on mobile phones. While it has been difficult to specifically quantify the direct effects from alternative payment sources on our transaction volumes, cash-based payments have declined as a percentage of total payments in our primary geographic markets in recent years. Further expansion in electronic payment forms and the entry of new and less traditional competitors could reduce demand for cash at merchant locations. We expect to continue to face competition from emerging payments technology in the future. See Item 1A. Risk Factors - The proliferation of payment options other than cash, including credit cards, debit cards, stored-value debit cards, and mobile payments options could result in a reduced need for cash in the marketplace and a resulting decline in the usage of our ATMs.

Government and Industry Regulation

Our principal business, ATM network ownership and operation, is subject to government (federal, state, or local) and industry regulations. Our failure to comply with applicable laws and regulations could result in restrictions on our ability to provide our products and services in such jurisdictions, as well as the imposition of civil fines. For additional 46

information related to recent regulatory matters that have impacted our operations or are expected to impact us in the future, see Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Developing Trends and Recent Events.

Risk Management

We have adopted a formalized Enterprise Risk Management program that seeks to identify and manage the major risks we face. The major risks are prioritized and assigned to a member of the management team who develops mitigation plans, monitors the risk activity, and is responsible for implementation of the mitigation plan, if necessary. The risks, plans, and activities are monitored by our management team and Board of Directors on a regular basis.

Employees

As of December 31, 2017, we had 2,271 employees, 130 of which were represented by a union or covered by a collective bargaining agreement. We currently believe our relationships with employees represented by unions are good, and we have not experienced any work stoppages.

ITEM 1A. RISK FACTORS

Risks associated with our industry

The proliferation of payment options other than cash, including credit cards, debit cards, stored-value debit cards, and mobile payments options could result in a reduced need for cash in the marketplace and a resulting decline in the usage of our ATMs.

The U.S., the U.K., and other developed markets have seen a shift in consumer payment trends since the late 1990’s, with more customers now opting for electronic forms of payment (e.g., credit cards and debit cards) for their in-store purchases over traditional paper-based forms of payment (e.g., cash and checks). Additionally, some merchants offer free cash back at the point-of-sale (“POS”) for customers that utilize debit cards for their purchases, thus providing an additional incentive for consumers to use these cards. According to the Nilson Report issued in December 2017, the percentage of cash transaction counts in the U.S. declined from approximately 32.9% of all payment transactions in 2011 to approximately 26.2% in 2016, with declines also seen in check usage as credit, debit, and stored-value debit card transactions increased. However, in terms of absolute dollar value, the volume of cash used in payment transactions remained relatively flat at $1.6 trillion from 2011 to 2016. On a same-store basis, we have generally seen a single-digit percentage rate of decline in the number of cash withdrawal transactions conducted on our U.S.-based and U.K.-based ATMs during the last 12-24 months. Additionally, with the January 6, 2017 completion of the acquisition of DCPayments, we now have substantial business operations in Canada and Australia. Our operations in both of these markets have experienced declining ATM transactions on a same-store basis over the last twelve months, with Australia experiencing a higher rate of transaction decline. The continued growth in electronic payment methods, such as mobile phone payments or contactless payments, could result in a reduced need for cash in the marketplace and ultimately, a decline in the usage of ATMs. New payment technology, such as Venmo, Zelle, and virtual currencies such as Bitcoin, or other new payment method preferences by consumers could reduce the general population’s need or demand for cash and negatively impact our transaction volumes in the future. The proliferation of payment options and changes in consumer preferences and usage behavior could reduce the need for cash and have a material adverse impact on our operations and cash flows.

Interchange fees, which comprise a substantial portion of our transaction revenues, may be lowered in some cases at the discretion of the various EFT networks through which our transactions are routed, or through potential regulatory changes, thus reducing our future revenues and operating profits.

Interchange fees, which represented 33% of our total ATM operating revenues for the year ended December 31, 2017, are set by the various EFT networks and major interbank networks through which the transactions conducted on our ATMs are routed. These fees vary from one network to the next. As of December 31, 2017, 47

approximately 4% of our total ATM operating revenues were subject to pricing changes by U.S. networks over which we currently have limited influence or where we have no ability to offset pricing changes through lower payments to merchants. During the year ended December 31, 2017, 19% of our consolidated ATM operating revenues were derived from interchange revenues in the U.K. In the U.K., the significant majority of the interchange revenues we earn are based on rates set by LINK, the major interbank network in that market. The remainder of reported interchange revenue reflects transaction-based revenues where we have contractually agreed to the rate with the associated network or financial institution. Accordingly, if some of the networks through which our ATM transactions are routed were to reduce the interchange rates paid to us or increase their transaction fees charged to us for routing transactions across their network, our future transaction revenues could decline.

In past years, certain networks have reduced the net interchange rates paid to ATM deployers for ATM transactions in the U.S. routed across their debit networks through a combination of reducing the transaction rates charged to financial institutions and higher per transaction fees charged by the networks to ATM operators. In addition to the impact of the net interchange rate decrease, we saw certain financial institutions migrate their volume away from some networks to take advantage of the lower pricing offered by other networks, resulting in lower net interchange rates per transaction to us.

Additionally, some consumer groups in the U.S. have expressed concern that consumers using an ATM may not be aware that, in addition to paying the surcharge fee that is disclosed to them at the ATM, their financial institution may also assess an additional fee with regard to that consumer’s transaction. These fees are sometimes referred to as “foreign bank fees” or “out of network fees.” While there are currently no pending legislative actions calling for limits on the amount of interchange fees that can be charged by the EFT networks to financial institutions for ATM transactions or the amount of fees that financial institutions can charge to their customers to offset their interchange expense, there can be no assurance that such legislative actions will not occur in the future. Any potential future network or legislative actions that affect the amount of interchange fees that can be assessed on a transaction may adversely affect our revenues.

Our U.K.-based revenues are significantly impacted by interchange rates, with the majority of our interchange revenues in that market being earned through the LINK network. In previous years, LINK has set interchange rates for its participants using a cost-based methodology that incorporates ATM service costs, generally from two years back (i.e., operating costs from 2015 were considered for determining the 2017 interchange rate) and, as a result, the interchange rate can vary year-to-year based on the output of the cost-based study. We have seen the LINK interchange rate move both up and down based on the results of the cost study. In addition to LINK transactions, certain card issuers in the U.K. have issued cards that are not affiliated with the LINK network, and instead carry the Visa or MasterCard network brands. Transactions conducted on our ATMs from these cards, which currently represent approximately 2% of our annual withdrawal transactions in the U.K., receive interchange fees that are set by Visa or MasterCard, respectively. The interchange rates set by Visa and MasterCard have historically been less than the rates that have been established by LINK. Accordingly, if any major financial institution in the U.K. decided to leave the LINK network in favor of Visa, MasterCard, or another network, and we elected to continue to accept the transactions of their cardholders, such a move could reduce the interchange revenues that we currently receive from the related withdrawal transactions conducted on our ATMs in that market. Recently, some of the major financial institutions that participate in LINK expressed concern about the LINK interchange rate and commenced efforts to significantly lower the interchange rate. During 2017, a group of members of LINK (the “Working Group”) worked to develop a new interchange rate setting mechanism. After several months of analysis and discussion, the Working Group was unable to reach a recommended amended approach that was satisfactory to its participants, and as a result of this outcome, along with governance recommendations by the Bank of England, in October 2017, it was decided that an independent board of LINK (“LINK Board”) would recommend interchange rates going forward. On November 1, 2017, the LINK Board announced that it had reached some tentative recommendations, subject to further comment by the LINK members. On January 31, 2018 the LINK Board issued an update and determined that interchange rates would decrease by 5% from 2017 levels, effective July 1, 2018. From January 1, 2018 through June 30, 2018, the interchange rates will be slightly reduced as a result of adjustments made to the interchange rates based on the former cost-based methodology. Additionally, the LINK Board announced the intention to further reduce the interchange rate by three further annual 5% reductions, subject to further considerations including impact to consumers and operating costs, such as interest and regulatory compliance. There are certain carve-out provisions which allow for higher interchange 48

rates, in special circumstances, which are intended to support the continued existence of free-to-use ATMs. Relative to 2017, we expect that this change in approach will adversely impact our operating income by approximately $7 million to $8 million in 2018 and likely a greater amount in future years.

Based on the updated interchange rates being implemented by the LINK Board, including the stated intent to further reduce the interchange rate, we expect further reductions in our profits in this market beyond 2018. Additionally, should there be a significant change in the LINK scheme or its membership, our U.K. interchange revenues and profits could be adversely impacted.

Future changes in interchange rates, some of which we have minimal or no control over, could have a material adverse impact on our operations and cash flows.

We operate in a changing and unpredictable regulatory environment, which may harm our business. If we are subject to new regulations or legislation regarding the operation of our ATMs, we could be required to make substantial expenditures to comply with that regulation or legislation, which may reduce our net income and our profit margins.

With its initial roots in the banking industry, the U.S. ATM industry is regulated by the rules and regulations of the federal Electronic Funds Transfer Act, which establishes the rights, liabilities, and responsibilities of participants in EFT systems. The vast majority of states have few, if any, licensing requirements. However, legislation related to the U.S. ATM industry is periodically proposed at the state and local level. In past years, certain members of the U.S. Congress called for a re-examination of fees that are charged for an ATM transaction, although no legislation was passed relative to these matters. As a part of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), the Consumer Financial Protection Bureau was created, and it is possible that this governmental agency could enact new or modify existing regulations that could have a direct or indirect impact on our business. For additional information related to this topic, see the risk factor entitled The passage of legislation banning or limiting the fees we receive for transactions conducted on our ATMs would severely impact our revenues and our operations below.

The Americans with Disabilities Act (“ADA”) requires that ATMs be accessible to and independently usable by individuals with disabilities, such as visually-impaired or wheel-chair bound persons. The U.S. Department of Justice issued accessibility regulations under the ADA that became effective in March 2012. While we maintain a compliance effort to ensure our ATMs meet these requirements, it is possible that in the future similar regulations may require us to make substantial expenditures and we may be forced to replace and or stop operating such ATMs until such time as compliance has been achieved.

Additionally, we have been subject to litigation in the past claiming discrimination against certain groups. For example, the National Federation of the Blind (the “NFB”) sought to require us to ensure that all of our ATMs are voice-guided. Effective May 2015, we entered into an amended and restated settlement agreement (the “New Agreement”) with the NFB and the Commonwealth of Massachusetts to resolve outstanding issues arising out of an earlier settlement agreement that pre-dated the issuance of the 2012 ADA accessibility regulations. This New Agreement provides for a process utilizing a court-appointed special master to certify compliance with accessibility features, such as voice guidance and braille stickers, as set forth in either the 2012 ADA regulations or the New Agreement. The New Agreement also calls for monitoring our compliance in the deployment and maintenance of such features on our ATMs and imposes prescribed liquidated damages if we fail to meet any specific requirement. Should we fail to meet the terms of the New Agreement, we could incur significant liquidated damages.

In the U.K., the ATM industry has historically been largely self-regulating. Most ATMs in the U.K. are part of the LINK network and must operate under the network rules set forth by LINK, which operates under the oversight of the Bank of England and its regulatory capacity. In March 2013, the U.K. Treasury department issued a formal recommendation to further regulate the U.K. payments industry, including LINK, the nation’s primary ATM scheme. In October 2013, the U.K. government responded by establishing the new Payment Systems Regulator (“PSR”) to oversee any payment system operating in the U.K. and its participants. The new PSR became active in 2015. The PSR commissioned a review of LINK, which has resulted in several outcomes, including a separation of the processing component of LINK which required us to separately enter into new agreements for certain operational services. See the risk factor entitled Interchange fees, which comprise a substantial portion of our transaction revenues, may be lowered in some cases at the discretion of the various EFT networks through which our transactions are routed, or through potential regulatory changes, thus reducing our future revenues above.

We are also subject to various regulations in other jurisdictions that we operate in, including Germany, Poland, Spain, Ireland, Mexico, and Canada, and more recently, with the completion of the acquisitions in January 2017, Australia, New Zealand, and South Africa. Due to the numerous regulations in the jurisdictions in which we operate, there is substantial risk to ensuring consistent compliance with the existing regulatory requirements in those jurisdictions. To the extent we are not successful in complying with the new or existing regulations, non-compliance may have an impact on our ability to continue operating in such jurisdictions or adversely impact our profits. In addition, new legislation proposed in any of the jurisdictions in which we operate, or adverse changes in the laws that we are subject to, may materially affect our business through the requirement of additional expenditures to comply with that legislation or other direct or indirect impacts on our business. If regulatory legislation is passed in any of the jurisdictions in which we operate, we could be required to incur substantial expenditures or suffer adverse changes in our business which would reduce our net income.

The broad introduction of free-to-use ATMs in Australia may adversely impact our revenues and profits.

In September 2017, Australia’s four largest banks, the Commonwealth Bank of Australia (“CBA”), Australia and New Zealand Banking Group Limited (“ANZ”), Westpac Banking Corporation (“Westpac”), and National Australia Bank Limited (“NAB”), each independently announced decisions to remove all direct charges applied to domestic transactions completed at their respective ATM networks effectively creating a free-to-use network of ATM terminals that did not exist previously. This unexpected market shift appears to have been instigated by a decision and announcement by CBA to remove direct charges to all users of its ATMs, regardless of whether or not the users are customers of the bank. Shortly thereafter, ANZ, Westpac, and NAB followed with announcements and actions removing direct charges on their ATM networks for all users of their ATMs.

Australia has historically been a direct charge market where cardholders pay a fee (the “direct charge”) to ATM operators for each transaction, unless the ATM where the transaction is completed is part of the cardholder’s issuing bank ATM network. There is currently no broad interchange arrangement in Australia between card issuers and ATM operators to compensate ATM operators for the cost of providing a service to cardholders in the absence of a direct charge levied on the cardholder directly. In 2017, 81.4% of our revenues in Australia were sourced from direct charge fees paid by cardholders. As a result, this introduction of free-to-use ATMs in Australia may adversely impact our revenues and profits.

We are continuing to evaluate the impact that this unexpected market shift will have on our Australian ATM transaction volumes and associated revenues in the near-term, as well as potential strategic implications for a broader market adoption of free-to-use ATMs in Australia similar to those in other markets in which we operate. In September 2017, we determined that these developments were to be an indicator of impairment of our Australia & New Zealand reporting unit and related long-lived assets. As further discussed in Part I. Financial Information, Item I. Financial Statements, Note 1. Basis of Presentation and Summary of Significant Accounting – (l) Intangibles Other and Goodwill, and (m) Goodwill, we recorded an impairment of certain assets in our Australia & New Zealand reporting unit as of September 30, 2017.

Security breaches, including the occurrence of a cyber-incident or a deficiency in our cybersecurity, could harm our business by compromising merchant and cardholder information and disrupting our transaction processing services, thus damaging our relationships with our merchant customers, business partners, and generally exposing us to liability.

As part of our transaction processing services, we electronically process and transmit cardholder information. We and our vendors are subjected to cyber-attacks, including accidental or intentional computer or network issues (such as unauthorized parties gaining access to our information technology systems, phishing attacks, viruses, malware installation, server malfunction, software or hardware failures, impairment of data integrity, loss of data or other computer assets, adware, or other similar issues), none of which to date have resulted in any material disruption, interruption, or loss. Our vulnerability to attack and our vendors vulnerability to attack exists in relation to known threats, against which we work to implement and maintain what we consider to be adequate security controls, as well as threats which we can’t protect against as they are unknown. As a consequence, the security measures we deploy are not perfect or impenetrable, despite our investment in and maintenance of security controls, we may be unable to anticipate or prevent all unauthorized access attempts made on our systems.

A vulnerability in the cybersecurity of our systems or one or more of our vendors systems (which include among other things cloud based networks and services outside of the control of the Company) could impair or shut down one or more of our computing systems, transaction processing systems or our IT network and infrastructure, we may suffer harm from our customers, our business partners, the press, and the public at large. Furthermore, companies that process and transmit cardholder information have been specifically and increasingly targeted in recent years by sophisticated and persistent actors including hacktivists, organized criminal groups, and nation states in an effort to obtain information and utilize it for fraudulent transactions or other purposes. It is also possible that a cyber-attack or information security breach could occur and persist for an extended period of time without detection. We expect that any investigation of a cyber-attack would be inherently unpredictable and that it would take time before the completion of any investigation and before there is availability of full and reliable information. During such time we may not necessarily know the extent of the harm or how best to remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated, all or any of which would further increase the costs and consequences of a cyber-attack.

The technical and procedural controls we and our partners use to provide security for storage, processing and transmission of confidential customer and other information may not be effective to protect against data security breaches or other cyber incidents. The risk of unauthorized circumvention of our security measures has been heightened by advances in computer capabilities and the increasing sophistication of hackers. Unauthorized access to our computer systems, or those of our third-party service providers, could result in the theft or publication of the information or the deletion or modification of sensitive records, and could cause interruptions in our operations. Any inability to prevent security breaches could damage our relationships with our merchant and financial institution customers, cause a decrease in transactions by individual cardholders, expose us to liability including claims from merchants, financial institutions, and cardholders, and subject us to network fines.

Further, we could be forced to expend significant resources in response to a security breach, including repairing system damage and increasing cybersecurity protection costs by deploying additional personnel, each of which could divert the attention of our management and key personnel away from our business operations. These claims also could result in protracted and costly litigation. If unsuccessful in defending that litigation, we might be forced to pay damages and/or change our business practices.

While many of our agreements with partners and third party vendors contain indemnification provisions and we maintain insurance intended to cover some of these risks, such measures may not be sufficient to cover all of our losses from any future breaches of our systems.

We have a history of making acquisitions and investments which expose us to additional risk associated with the integration of the information systems. We may not adequately identify weaknesses in an acquired entity’s information systems either before or after an acquisition, which could affect the value we are able to derive from the acquisition, 51

expose us to unexpected liabilities or make our own systems more vulnerable to a cyber-attack. We may also not be able to integrate the systems of the businesses we acquire in a timely manner which could further increase these risks until such integration takes place.

As a global company, the cross border movement of data increases our exposure to cybersecurity threats. This cross border data movement must be managed in accordance with an ever changing compliance landscape and the development of cybersecurity guidance and best practice and while we have and will continue to invest in the protection of our systems and the maintenance of what we believe to be adequate security controls over individually identifiable customer, employee and vendor data provided to us, there can be no assurance that we will not suffer material losses relating to cyber-attacks or other security breaches involving our information systems in the future. In addition, we could be impacted by existing and proposed laws and regulations, as well as government policies and practices related to cybersecurity, privacy, and data protection across the various jurisdictions in which we operate. An actual security breach or cyber-incident could have a material adverse impact on our operations and cash flows and costs to remediate any damages to our information technology systems suffered as a result of a cyber-attack could be significantly over and above any obligations arising from any penalties imposed by any regulatory or supervisory authority including in connection with General Data Protection Regulations (“GDPR”).

Computer viruses or unauthorized software (malware) could harm our business by disrupting or disabling our transaction processing services, causing noncompliance with network rules, damaging our relationships with our merchant and financial institution customers, and damaging our reputation causing a decrease in transactions by individual cardholders.

We routinely face cyber and data security threats through computer viruses, malware, attachments to emails, persons inside our organization or persons with access to systems inside our organization and other significant disruptions of our IT networks and related systems (“System Threats”). One of these System Threats could infiltrate our systems and disrupt our delivery of services, cause delays or loss of data or public releases of confidential data or make our applications unavailable, all of which could have a material adverse effect on our revenues and our operations and cash flows. Although we utilize several preventative and detective security controls in our network, we have from time to time experienced System Threats to our data and systems, including but not limited to computer viruses, unauthorized parties gaining access to our information technology systems and similar incidents, none of which to date have resulted in any material disruption, interruption or loss. The preventative and detective security controls have been and may in the future be ineffective in preventing System Threats and material consequences arising from any such event occurring could damage our relationships with our merchant and financial institution customers, cause a decrease in transactions by individual cardholders, cause our reputation to be damaged, require us to make significant expenditures to repair or replace equipment, or cause us to be in non-compliance with applicable network rules and regulations.

Regulatory, legislative or self-regulatory/standard developments regarding privacy and data security matters could adversely affect our ability to conduct our business.

We, along with our partners and customers in the financial services area, are subject to a number of laws and regulations. These laws, rules and regulations address a range of issues including data privacy and cyber security, and restrictions or technological requirements regarding the collection, use, storage, protection, retention or transfer of data.

In the U.S., the rules and regulations to which we (directly or contractually through our banking partners or our marketers) may be subject include those promulgated under the authority of the Federal Trade Commission, the Electronic Communications Privacy Act, Computer Fraud and Abuse Act, the Gramm Leach Bliley Act and state cybersecurity and breach notification laws, as well as regulator enforcement positions and expectations.

The European Union (“E.U.”) courts determined in late 2015 that the Safe Harbor mechanism which facilitated data sharing between the E.U. and the U.S. was not in fact compliant with the E.U. data protection regulations, requiring a new robust mechanism, the Privacy Shield. The E.U. authorities agreed to new General Data Protection Regulations (“GDPR”) in 2016. The GDPR provides heightened rights for individuals and increased sanctions for 52

non-compliance with regulations. GDPR provides the supervisory authority with the power to impose administrative fines of the greater of (a) €10 million or 2% of global annual revenue from the prior year if it is determined that noncompliance was related to technical measures such as impact assessments, breach notifications and certifications; or (b) €20 million or 4% of global annual turnover in the case of non-compliance with key provisions of the GDPR including non-adherence to the core principles of processing personal data, infringement of the rights of data subjects and the transfer of personal data to third countries or international organizations that do not ensure an adequate level of data protection.

Additionally, the GDPR further introduces measures that will make data processing and sharing between our European-based businesses and our other businesses more difficult. As required by the GDPR, we have appointed a Data Protection Officer to oversee and supervise our compliance with European data protection regulations.

Such government regulation (together with applicable industry standards) may increase the costs of doing business. Federal, state, municipal and foreign governments and agencies have adopted and could in the future adopt, modify, apply or enforce laws, policies, regulations, and standards covering user privacy, data security, technologies such as cookies that are used to collect, store and/or process data, marketing online, the use of data to inform marketing, the taxation of products and services, unfair and deceptive practices, and the collection (including the collection of information), use, processing, transfer, storage and/or disclosure of data associated with unique individual internet users. New regulation or legislative actions regarding data privacy and security could have a material adverse impact on our operations and cash flows.

The ATM industry is highly competitive and such competition may increase, which may adversely affect our profit margins.

The ATM business is and can be expected to remain highly competitive. Our principal direct competition comes from independent ATM companies and financial institutions in all of the countries in which we operate. Our competitors could prevent us from obtaining or maintaining desirable locations for our ATMs, cause us to reduce the revenue generated by transactions at our ATMs, or cause us to pay higher merchant fees, thereby reducing our profits. In addition to our current competitors, new and less traditional competitors may enter the market or we may face additional competition associated with alternative payment mechanisms and emerging payment technologies. Increased competition could result in transaction fee reductions, reduced gross margins, and loss of market share. As a result, the failure to effectively adapt our organization, products, and services to the market could significantly reduce our offerings to gain market acceptance, could significantly reduce our revenue, increase our operating costs, or otherwise adversely impact our operations and cash flows.

The passage of legislation banning or limiting the fees we receive for transactions conducted on our ATMs would severely impact our revenues and our operations.

Despite the nationwide acceptance of surcharge fees at ATMs in the U.S. since their introduction in 1996, consumer activists have from time to time attempted to impose local bans or limits on surcharge fees. Even in the few instances where these efforts have passed the local governing body (such as with an ordinance adopted by the city of Santa Monica, California), U.S. federal courts have overturned these local laws on federal preemption grounds. Although Section 1044 of the Dodd-Frank Act contains a provision that will limit the application of federal preemption with respect to state laws that do not discriminate against national banks, federal preemption will not be affected by local municipal laws, where such proposed bans or limits often arise. Additionally, some U.S. federal officials have expressed concern in previous years that surcharge fees charged by banks and non-bank ATM operators are unfair to consumers. We rely on transaction-based revenues in each of our markets and any regulatory fee limits that could be imposed on our transactions may have an adverse impact on our revenues and profits. If legislation were to be enacted in the future in any of our markets, and the amount we were able to charge consumers to use our ATMs was reduced, our revenues and related profitability would be negatively impacted. Furthermore, if such limits were set at levels that are below our current or future costs to operate our ATMs, it would have a material adverse impact on our ability to continue to operate under our current business model and adversely impact our revenues and cash flows.

Potential new currency designs may require modifications to our ATMs that could impact our cash flows.

In the action styled: American Council of the Blind, et. al., v. Timothy F. Geithner, Secretary of the Treasury (Case #1:02-cv-00864) in the U.S. District Court for the District of Columbia (the “Court”) an order was entered that found that U.S. currencies (as currently designed) violated the Rehabilitation Act, a law that prohibits discrimination in government programs on the basis of disability, as the paper currencies issued by the U.S. are identical in size and color, regardless of denomination. As a consequence of this ruling, the U.S. Treasury stated in its semi-annual status report filed with the Court in September 2012, that the Bureau of Engraving and Printing (“BEP”) was making progress towards implementing the Secretary’s decision to provide meaningful access to paper currency by: “(i) adding a raised tactile feature to each Federal Reserve note that the BEP may lawfully redesign, (ii) continuing the BEP’s program of adding large high-contrast numerals and different colors to each denomination that it may lawfully redesign, and (iii) implementing a supplemental currency reader distribution program for blind and other visually impaired U.S. citizens and legal residents.” Of these three steps only the first materially affects the ATM industry. The BEP continues to research the raised tactile feature and is engaged in testing samples in conjunction with the Banknote Equipment Manufactures program; however, previous comments from the U.S. Treasury suggest that raised tactile features on currency are not expected to be in circulation prior to 2020. Until a selection is made and disclosed by the BEP, the impact, if any, a raised tactile feature will have on the ATM industry, remains unknown. It is possible that such a change could require us to incur additional costs, which could be substantial, to modify our ATMs in order to store and dispense notes with raised or other tactile features.

Additionally, polymer notes were introduced by the Bank of England in 2016 and will be further circulated through 2020. The introduction of these new currency designs has required upgrades to software and physical ATM components on our ATMs in the U.K. Upgrades may result in incremental downtime and incremental capital investments for the affected ATMs. To date, we have not experienced any material adverse financial or operational impact as a result of the new requirements to handle these new notes but we have not yet completed the upgrade of our ATMs. The Reserve Bank of Australia (or “RBA”) has also begun issuing redesigned banknotes beginning with the $5 and $10 Australian dollar banknotes in September 2016 and 2017. The new $50 Australian dollar banknote is expected to enter circulation in October 2018. We expect that the RBA will continue issuing redesigned banknotes in additional denominations in subsequent years. The redesigned banknotes include a raised tactile feature to help the blind and visually impaired community distinguish between different denominations of banknotes and a top-to-bottom clear window in which the banknote is transparent. The new banknotes will require upgrades to the software and physical ATM components on our ATMs in Australia, and until all denominations of the banknotes have been released and are available for testing, we may not be able to determine the full upgrade requirements and related costs. Any required upgrades to our ATM machines could require us to incur additional cost, which could be substantial and have a material adverse impact on our operations and cash flows.

Risks associated with our business

We depend on ATM and financial services transaction fees for substantially all of our revenues, and our revenues and profits would be reduced by a decline in the usage of our ATMs or a decline in the number of ATMs that we operate, whether as a result of global economic conditions or otherwise.

Transaction fees charged to cardholders and their financial institutions for transactions processed on our ATMs and multi-function financial services kiosks, including surcharge and interchange transaction fees, have historically accounted for most of our revenues. We expect that transaction fees, including fees we receive through our bank- branding and surcharge-free network offerings, will continue to account for the substantial majority of our revenues for the foreseeable future. Consequently, our future operating results will depend on many factors, including: (i) the market acceptance of our services in our target markets, (ii) the level of transaction fees we receive, (iii) our ability to install, acquire, operate, and retain ATMs, (iv) usage of our ATMs by cardholders, and (v) our ability to continue to expand our surcharge-free and other automated consumer financial services offerings. If alternative technologies to our services are successfully developed and implemented, we may experience a decline in the usage of our ATMs. Surcharge rates, which are largely market-driven and are negotiated between us and our merchant partners, could be reduced over time. Further, growth in surcharge-free ATM networks and widespread consumer bias toward these networks could adversely affect our revenues, even though we maintain our own surcharge-free offerings. Many of 54

our ATMs are utilized by consumers that frequent the retail establishments in which our ATMs are located, including convenience stores, gas stations, malls, grocery stores, drug stores, airports, train stations, and other large retailers. If there is a significant slowdown in consumer spending, and the number of consumers that frequent the retail establishments in which we operate our ATMs declines significantly, the number of transactions conducted on those ATMs, and the corresponding transaction fees we earn, may also decline. Additionally, should banks increase the fees they charge to their customers when using an ATM outside of their network (i.e. out of network or foreign bank fees), this would effectively make transactions at our ATM more expensive to consumers and could adversely impact our transaction volumes and revenues. Alternatively, should banks or other ATM operators decrease or eliminate the fees they charge to users of their ATMs in any of our markets, such action would make transactions at our ATM comparatively more expensive to consumers and could adversely impact our transaction volumes and revenues. A decline in usage of our ATMs by cardholders, in the levels of fees received by us in connection with this usage, or in the number of ATMs that we operate, would have a negative impact on our revenues and cash flows and would limit our future growth potential.

We derive a substantial portion of our revenue from ATMs placed with a small number of merchants. The expiration, termination or renegotiation of any of these contracts with our top merchants, or if one or more of our top merchants were to cease doing business with us, or substantially reduce its dealings with us, could cause our revenues to decline significantly and our business, financial condition and results of operations could be adversely impacted.

For the year ended December 31, 2017, our contracts with our top five merchant customers (7-Eleven, Walgreens, CVS, Co-op Food (in the U.K.), and Speedway) accounted for approximately 30.9% of our total revenues inclusive of our 7-Eleven relationship in the U.S. which accounted for 12.5% of our total revenues. Excluding 7-Eleven, which we expect to account for less than 1% of our total revenues in 2018, the next top four customers together comprised approximately 18.4% of our total revenues in 2017. The 7-Eleven ATM placement agreement in the U.S. expired in July 2017, and, as of December 31, 2017, most of the associated ATM operations had been transitioned to the new service provider. We expect the transition to be complete during the first quarter of 2018. As a result, the termination of the 7-Eleven relationship in the U.S, has had and will continue to have, a significant negative impact on our income from operations and cash flows compared to previously reported periods.

Because a significant percentage of our future revenues and operating income depends upon the successful continuation of our relationship with our top merchant customers, the loss of any of our largest merchants, a decision by any one of them to reduce the number of our ATMs placed in their locations, or a decision to sell or close their locations could result in a decline in our revenues or otherwise adversely impact our business operations. To the extent there is consolidation or contraction within our primary retailer partners, and as a part of that consolidation or contraction, the retailers decide to reduce their store footprint, such an event could materially impact our revenues and profits. Furthermore, if their financial conditions were to deteriorate in the future, and as a result, one or more of these merchants was required to close a significant number of their store locations, our revenues would be significantly impacted. Additionally, these merchants may elect not to renew their contracts when they expire. As of December 31, 2017, the contracts we have with our four largest merchant customers, excluding 7-Eleven in the U.S., had a weighted average remaining life of approximately 3.8 years.

Even if our major contracts are extended or renewed, the renewal terms may be less favorable to us than the current contracts. If any of our largest merchants enters bankruptcy proceedings and rejects its contract with us, fails to renew its contract upon expiration, or if the renewal terms with any of them are less favorable to us than under our current contracts, it could result in a decline in our revenues and profits and have a material adverse impact on our operations and cash flows.

Deterioration in global credit markets, as well as changes in legislative and regulatory requirements, could have a negative impact on financial institutions that we conduct business with.

We have a significant number of customer and vendor relationships with financial institutions in all of our key markets, including relationships in which those financial institutions pay us for the right to place their brands on our ATMs. Additionally, we rely on a small number of financial institution partners to provide us with the cash that we 55

maintain in our Company-owned ATMs and some of our merchant-owned ATMs. Volatility in the global credit markets, such as that experienced in 2008 to 2009, may have a negative impact on those financial institutions and our relationships with them. In particular, if the liquidity positions of the financial institutions with which we conduct business deteriorate significantly, these institutions may be unable to perform under their existing agreements with us. If these defaults were to occur, we may not be successful in our efforts to identify new bank-branding partners and vault cash providers, and the underlying economics of any new arrangements may not be consistent with our current arrangements. Furthermore, if our existing bank-branding partners or vault cash providers are acquired by other institutions with assistance from the Federal Deposit Insurance Corporation (“FDIC”), or placed into receivership by the FDIC, it is possible that our agreements may be rejected in part or in their entirety.

We rely on third-parties to provide us with the cash we require to operate many of our ATMs. If these third- parties were unable or unwilling to provide us with the necessary cash to operate our ATMs, we would need to locate alternative sources of cash to operate our ATMs or we would not be able to operate our business.

In North America, we rely primarily on Bank of America, Wells Fargo, Elan (a division of U.S. Bancorp), and Capital One to provide us with the vault cash that we use in approximately 44,000 of our ATMs where cash is not provided by the merchant. In Europe & Africa, we rely primarily on RBS, HSBC, Barclays, Absa Bank, and Capitec Bank to provide us with the vault cash that we use in approximately 21,000 of our ATMs. In Australia and New Zealand, we rely primarily on ANZ and NAB to provide us with the vault cash that we use in approximately 4,000 of our ATMs. For the quarter ended December 31, 2017, we had an average outstanding vault cash balance of approximately $2.3 billion held in our North America ATMs, approximately $1.4 billion in our ATMs in Europe and Africa and approximately $250 million in our ATMs in Australia and New Zealand.

Our existing vault cash rental agreements expire at various times through March 2021. However, each provider has the right to demand the return of all or any portion of its cash at any time upon the occurrence of certain events, including certain bankruptcy events of us or our subsidiaries, or a breach of the terms of our vault cash provider agreements. Other key terms of our agreements include the requirement that the vault cash providers provide written notice of their intent not to renew. Such notice provisions typically require a minimum of 180 to 360 days’ notice prior to the actual termination date. If such notice is not received, then the contracts will typically automatically renew for an additional one-year period.

If our vault cash providers were to demand return of their cash or terminate their arrangements with us and remove their cash from our ATMs, or if they fail to provide us with cash as and when we need it for our operations, our ability to operate our ATMs would be jeopardized, and we would need to locate alternative sources of vault cash or potentially suffer significant downtime of our ATMs. In the event this was to happen, the terms and conditions of the new or renewed agreements could potentially be less favorable to us, which would negatively impact our results of operations. Furthermore, restrictions on access to cash to fill our ATMs could severely restrict our ability to keep our ATMs operating, and could subject us to performance penalties under our contracts with our customers. A significant reduction in access to the necessary cash to operate our ATMs could have a material adverse impact on our operations and cash flows.

We rely on EFT network providers, transaction processors, bank sponsors, armored courier providers, and maintenance providers to provide services to our ATMs. If some of these providers that service a significant number of our ATMs fail or otherwise cease, consolidate, or no longer agree to provide their services, we could suffer a temporary loss of transaction revenues, incur significant costs or suffer the permanent loss of any contract with a merchant or financial institution affected by such disruption in service.

We rely on EFT network providers and have agreements with various transaction processors, armored courier providers, and maintenance providers. These service providers enable us to provide card authorization, data capture, settlement, cash management and delivery, and maintenance services to our ATMs. Typically, these agreements are for periods of two or three years each. If we are unable to secure the renewal or replacement of any expiring vendor contracts, or a key vendor fails or otherwise ceases to provide the services for which we have contracted and disruption of service to our ATMs occurs, our relationship with those merchants and financial institutions affected by the disrupted ATM service could suffer. 56

While we have more than one provider for each of the critical services that we rely on third-parties to perform, certain of these providers currently provide services to or for a significant number of our ATMs. Although we believe we would be able to transition these services to alternative service providers, this could be a time-consuming and costly process. In the event one or more of such service providers was unable to deliver services to us, we could suffer a significant disruption in our business, which could result in a material adverse impact to our financial results. Furthermore, any disruptions in service in any of our markets, whether caused by us or by third-party providers, may result in a loss of revenues under certain of our contractual arrangements that contain minimum service-level requirements and could result in a material adverse impact on our operations and cash flows.

If we, our transaction processors, our EFT networks or other service providers experience system failures, the products and services we provide could be delayed or interrupted, which would harm our business.

Our ability to provide reliable service largely depends on the efficient and uninterrupted operations of our EFT transaction processing platforms, third-party transaction processors, telecommunications network systems, and other service providers. Accordingly, any significant interruptions could severely harm our business and reputation and result in a loss of revenues and profits. Additionally, if any interruption is caused by us, especially in those situations in which we serve as the primary transaction processor, such interruption could result in the loss of the affected merchants and financial institutions, or damage our relationships with them. Our systems and operations and those of our transaction processors and our EFT network and other service providers could be exposed to damage or interruption from fire, natural disaster, unlawful acts, terrorist attacks, power loss, telecommunications failure, unauthorized entry, and computer viruses, among other things. We cannot be certain that any measures we and our service providers have taken to prevent system failures will be successful or that we will not experience service interruptions. Should a significant system failure occur, it could have a material adverse impact on our operations and cash flows.

Our armored transport business exposes us to additional risks beyond those currently experienced by us in the ownership and operation of ATMs.

Our armored courier operation in the U.K. delivers cash to and collects residual cash from our ATMs in that market. As of December 31, 2017, we were providing armored courier services to approximately 14,900 of our ATMs in that market and we currently intend to further expand that operation to service additional ATMs. The armored transport business exposes us to significant risks, including the potential for cash-in-transit losses, employee theft, as well as claims for personal injury, wrongful death, worker’s compensation, punitive damages, and general liability. While we seek to prevent the occurrence of these risks and we maintain appropriate levels of insurance to adequately protect us from these risks, there can be no assurance that we will avoid significant future claims or adverse publicity related thereto. Furthermore, there can be no assurance that our insurance coverage will be adequate to cover potential liabilities or that insurance coverage will remain available at costs that are acceptable to us. The availability of quality and reliable insurance coverage is an important factor in our ability to successfully operate this aspect of our operations. A loss claim for which insurance coverage is denied or that is in excess of our insurance coverage could have a material adverse effect on our business, financial condition and results of operations and cash flows.

Operational failures in our EFT transaction processing facilities could harm our business and our relationships with our merchant and financial institution customers.

An operational failure in our EFT transaction processing facilities could harm our business and damage our relationships with our merchant and financial institution customers. Damage, destruction, or third-party actions that interrupt our transaction processing services could also cause us to incur substantial additional expense to repair or replace damaged equipment and could damage our relationship with our customers. We have installed back-up systems and procedures to prevent or react to such disruptions. However, a prolonged interruption of our services or network that extends for more than several hours (i.e., where our backup systems are not able to recover) could result in data loss or a reduction in revenues as our ATMs would be unable to process transactions. In addition, a significant interruption of service could have a negative impact on our reputation and could cause our present and potential merchant and financial institution customers to choose alternative service providers, as well as subject us to fines or 57

penalties related to contractual service agreements and ultimately cause a material adverse impact on our operations and cash flows.

If we fail to adapt our products and services to changes in technology or in the marketplace, or if our ongoing efforts to upgrade our technology are not successful, we could lose customers or have difficulty attracting new customers, which would adversely impact our revenues and our operations.

The markets for our products and services are characterized by constant technological changes, frequent introductions of new products and services and evolving industry standards. Due to a variety of factors, including but not limited to security features, compatibility between systems and software and hardware components, consumer preferences, industry standards, and other factors, we regularly update the technology components, including software, on our ATMs. These technology upgrade efforts, in some cases, may result in downtime to our ATMs, and as a result, loss of transactions and revenues. Additionally, our ability to enhance our current products and services and to develop and introduce innovative products and services that address the increasingly sophisticated needs of our customers will significantly affect our future success. Our ability to take advantage of opportunities in the market may require us to invest considerable resources adapting our organization and capabilities to support development of products and systems that can support new services or be integrated with new technologies and incur other expenses in advance of our ability to generate revenue from these products and services. These developmental efforts may divert resources from other potential investments in our businesses, management time and attention from other matters, and these efforts may not lead to the development of new products or services on a timely basis. We may not be successful in developing, marketing or selling new products and services that meet these changing demands. In addition, we may experience difficulties that could delay or prevent the successful development, introduction or marketing of these products and services, or our new products and services and enhancements may not adequately meet the demands of the marketplace or achieve market acceptance.

Recently, Microsoft announced a plan to end technology support and patches for a series of Windows-based operating systems, including Windows 7, which is currently in use on a large number of our ATMs. Microsoft has stated that it will end support for Windows 7, starting in January 2020. As a large number of our ATMs currently operate on Windows 7, we expect to upgrade our fleet, starting primarily in 2019. While we are currently in the process of evaluating the cost to upgrade the ATMs that could be impacted, we expect that this cost could be significant to us and may elevate our capital expenditures, in particular during 2019. Additionally, we could experience downtime at some of our ATMs as we perform upgrades, which could adversely impact revenues and profits.

If we are unsuccessful in offering products or services that gain market acceptance, it could have an adverse impact on our ability to retain existing customers or attract new ones, which could have a material adverse effect on our revenues and our operations.

Errors or omissions in the settlement of merchant funds could damage our relationships with our merchant customers and expose us to liability.

We are responsible for maintaining accurate bank account information for certain of our merchant customers and accurate settlements of funds into these accounts based on the underlying transaction activity. This process relies on precise and authorized maintenance of electronic records. Although we have controls in place to help ensure the safety and accuracy of our records, errors or unauthorized changes to these records could result in the erroneous or fraudulent movement of funds, thus damaging our relationships with our merchant customers and exposing us to liability and potentially resulting in a material adverse impact on our operations and cash flows.

Changes in interest rates could increase our operating costs by increasing interest expense under our credit facilities and our vault cash rental costs.

Interest on amounts borrowed under our revolving credit facility is based on a floating interest rate, and our vault cash rental expense is based primarily on floating interest rates. As a result, our interest expense and cash management costs are sensitive to changes in interest rates. We pay a monthly fee on the average outstanding vault cash balances in our ATMs under floating rate formulas based on a spread above various LIBOR in the U.S., and the U.K. In 58

Germany and Spain, the rate is based on the Euro Interbank Offered Rate (commonly referred to as “Euribor”). In Mexico, the rate is based on the Interbank Equilibrium Interest Rate (commonly referred to as the “TIIE”), in Canada, the rate is based on the Bank of Canada’s Bankers Acceptance Rate and the Canadian prime rate, and in Australia, the formula is based on the Bank Bill Swap Rates (“BBSY”). Although we currently hedge a portion of our vault cash interest rate risk related to our operations in the U.S. through December 31, 2022 by using interest rate swap contracts, we may not be able to enter into similar arrangements for similar amounts in the future. We have also entered into interest rate swap contracts in the U.K. through December 31, 2022 and in Australia through February 2019 to hedge a portion of our vault cash interest rate risk in those markets. Any significant future increases in interest rates could have a negative impact on our earnings and cash flow by increasing our operating costs and expenses. For additional information, see Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk - Interest Rate Risk.

We maintain a significant amount of vault cash within our Company-owned ATMs, which is subject to potential loss due to theft or other events, including natural disasters.

For the quarter ended December 31, 2017, our average outstanding vault cash balance was approximately $3.9 billion in our ATMs. Any loss of vault cash from our ATMs is generally our responsibility. We typically require that our service providers, who either transport the vault cash or otherwise have access to the ATM safe, maintain adequate insurance coverage in the event cash losses occur as a result of theft, misconduct, or negligence on the part of such providers. Cash losses at the ATM occur in a variety of ways, such as natural disaster (hurricanes, flooding, tornadoes, etc.), fires, vandalism, and physical removal of the entire ATM, defeating the interior safe or by compromising the ATM’s technology components. Because our ATMs are often installed at retail sites, they face exposure to attempts of theft and vandalism. Thefts of vault cash may be the result of an individual acting alone or as a part of a crime group. We have experienced theft of vault cash from our ATMs across the geographic regions in which we operate and have at times removed ATMs from service to enhance security features. While we maintain insurance policies to cover a significant portion of any losses that may occur that are not covered by the insurance policies maintained by our service providers, such insurance coverage is subject to deductibles, exclusions, and limitations that may leave us bearing some or all of those losses. Significant vault cash losses could result in a material adverse impact on our operations and cash flows.

Any increase in the frequency and/or amounts of theft and other losses could negatively impact our operating results by causing higher deductible payments and increased insurance premiums. Certain ATM types have recently been susceptible to coordinated ATM attacks, known as ‘jackpotting’, which generally involves a physical compromise of the ATM which causes the ATM to dispense cash without proper authorization and can be controlled remotely in certain types of these attacks. While we maintain a controls program across many fronts to prevent and quickly detect unauthorized ATM access and theft attempts, there can be no assurance that a significant jackpotting attack attempt could occur on our portfolio. Additionally, we have seen an increase in attacks and vault cash losses in our U.K. business, in particular. Should these losses continue at an elevated or increasing rate, it could adversely impact our results and impact our ability to obtain insurance for the vault cash used on our ATMs. Also, damage sustained to our merchant customers’ store locations in connection with any ATM-related thefts, if extensive and frequent enough in nature, could negatively impact our relationships with those merchants and impair our ability to deploy additional ATMs in those existing or new locations of those merchants. Certain merchants have requested, and could request in the future, that we remove ATMs from store locations that have suffered damage as a result of ATM- related thefts, thus negatively impacting our financial results. Finally, we have in the past, and may in the future, voluntarily remove vault cash from certain ATMs on a temporary or permanent basis to mitigate further losses arising from theft or vandalism. Depending on the magnitude and duration of any cash removal, our revenues and profits could be materially and adversely affected.

The election of our merchant customers to not participate in our surcharge-free network offerings could impact the effectiveness of our offerings, which would negatively impact our financial results.

Financial institutions that are members of the Allpoint network pay a fee in exchange for allowing their cardholders to use selected Company-owned and/or managed ATMs on a surcharge-free basis. The success of the Allpoint network is dependent upon the participation by our merchant customers in that network. In the event a significant number of our merchants elect not to participate in that network, the benefits and effectiveness of the 59

network would be diminished, thus potentially causing some of the participating financial institutions to not renew their agreements with us, and thereby negatively impacting our financial results.

We may be unable to effectively integrate our future acquisitions, which could increase our cost of operations, reduce our profitability, or reduce our shareholder value.

We have been an active business acquirer and expect to continue to be active in the future. The acquisition and integration of businesses involves a number of risks. The core risks are in the areas of valuation (negotiating a fair price for the business based on inherently limited due diligence) and integration (managing the complex process of integrating the acquired company’s personnel, products, processes, technology, and other assets so as to realize the projected value of the acquired company and the synergies projected to be realized in connection with the acquisition).

The process of integrating operations is time consuming and could cause an interruption of, or loss of momentum in, the activities of one or more of our combined businesses and the possible loss of key personnel. The diversion of management’s attention from day-to-day operations, any delays or difficulties encountered in connection with acquisitions, and the integration of the companies’ operations could have an adverse effect on our business, results of operations, financial condition or prospects. The difficulties of integration may be increased by the necessity of coordinating geographically dispersed organizations, integrating personnel with disparate business backgrounds, and combining different corporate cultures. Further, if we cannot successfully integrate an acquired company’s internal control over financial reporting, the reliability of our consolidated financial statements may be impaired and we may not be able to meet our reporting obligations under applicable law. Any such impairment or failure could cause investor confidence and, in turn, the market price of our common shares, to be materially adversely affected.

In addition, even if we are able to integrate acquired businesses successfully, we may not realize the full benefits of the cost efficiency or synergies, or other benefits that we anticipated when selecting our acquisition candidates or that these benefits will be achieved within a reasonable period of time. We may be required to invest significant capital and resources after an acquisition to maintain or grow the business that we acquire. Further, acquired businesses may not achieve anticipated revenues, earnings, or cash flows. Any shortfall in anticipated revenues, earnings, or cash flows could require us to write down the carrying value of the intangible assets associated with any acquired company, which would adversely affect our reported earnings.

Since we were incorporated as Cardtronics Group, Inc. in 2001, we have acquired numerous ATM businesses, a surcharge-free ATM network, a technology product offering that complements our surcharge-free offering, an ATM installation company in the U.K., a Scotland-based provider and developer of marketing and advertising software and services for ATM owners, a U.K.-based provider of secure cash logistics and ATM maintenance, and a transaction processor in the U.S. We have made acquisitions to obtain the assets of deployed ATM networks and the related businesses and their infrastructure, as well as for strategic reasons to enhance the capability of our ATMs and expand our service offerings. We currently anticipate that our future acquisitions, if any, will likely reflect a mix of asset acquisitions and acquisitions of businesses, with each acquisition having its own set of unique characteristics. In the future, we may acquire businesses outside of our traditional areas, which could introduce new risks and uncertainties. To the extent that we elect to acquire an existing company or the operations, technology, and the personnel of the company, we may assume some or all of the liabilities associated with the acquired company and face new and added challenges integrating such acquisition into our operations.

On January 6, 2017, we completed the acquisition of DCPayments with significant operations in Canada, Australia, New Zealand, and the U.K. As further discussed in Part I. Financial Information, Item I. Financial Statements, Note 1. Basis of Presentation and Summary of Significant Accounting – (l) Intangibles Other and Goodwill, and (m) Goodwill, we recorded a material impairment related to the Australia operation as a result of an unexpected change in the market.

The failure to successfully implement enterprise resource planning (“ERP”) and other associated information systems changes could adversely impact our business and results of operations.

The Company is in the process of implementing new enterprise resource planning and related information systems in order to better manage its business. This implementation requires the commitment of significant personnel and financial resources, and entails risks to business operations. If we do not successfully implement our new ERP and related information systems changes, or if there are delays or difficulties in implementing these systems, we may not realize anticipated productivity improvements or cost efficiencies, and may experience interruptions in service and other operational difficulties that hinder our ability to effectively manage our business. If we do not complete the implementation of the ERP timely and successfully, we may incur additional costs associated with completing this project, delaying its benefits and adversely impacting our financial condition and results of operations.

We operate in many sovereign jurisdictions across the globe and expect to continue to grow our business in new regions. Operating in different countries involves special risks and our geographic expansion may not be successful, which would result in a reduction of our gross and net profits.

Upon completion of the DCPayments acquisition on January 6, 2017 and the Spark acquisition on January 31, 2017, we have operations in the U.S., the U.K., Germany, Spain, Ireland, Mexico, Canada, Australia, New Zealand, and South Africa. We expect to continue to expand in the countries in which we currently operate, and potentially into other countries as opportunities arise. We currently report our consolidated results in U.S. dollars and under generally accepted accounting principles in the U.S. (“U.S. GAAP” or “GAAP”) and expect to do so for the foreseeable future. Operating in various distinct jurisdictions presents a number of risks, including:

 exposure to currency fluctuations, including the risk that our future reported operating results could be negatively impacted by unfavorable movements in the functional currencies of our international operations relative to the U.S. dollar, which represents our consolidated reporting currency;  the imposition of exchange controls, which could impair our ability to freely move cash;  difficulties in complying with the different laws and regulations in each country and jurisdiction in which we operate, including unique labor and reporting laws and restrictions on the collection, management, aggregation, and use of information;  unexpected changes in laws, regulations, and policies of governments or other regulatory bodies, including changes that could potentially disallow surcharging or that could result in a reduction in the amount of interchange or other transaction-based fees that we receive;  unanticipated political and social instability that may be experienced;  rising crime rates in certain of the areas we operate in, including increased incidents of crimes on our ATMs and against store personnel where our ATMs are located;  difficulties in staffing and managing foreign operations, including hiring and retaining skilled workers in those countries in which we operate;  decreased ATM usage related to decreased travel and tourism in the markets that we operate in;  exposure to corruption in jurisdictions where we operate; and  potential adverse tax consequences, including restrictions on the repatriation of foreign earnings.

Any of these factors could have a material adverse impact on us and reduce the revenues and profitability derived from our international operations and thereby adversely impact our consolidated operations and cash flows.

The exit of the U.K. from the European Union could adversely affect us and our shareholders.

On March 29, 2017, the U.K. government officially triggered Article 50 of the Treaty on the European Union, which commenced the process for the U.K. to exit the European Union. As a significant portion of our operations are located in the U.K. and our parent company is incorporated in the U.K., we face potential risks associated with the exit process and effects and uncertainties around its implementation. The exit process is to be completed over a two- year time period during which the U.K. and the remaining E.U. member states will negotiate a withdrawal agreement. As it relates to our redomicile into the U.K., the exit process from the E.U. and implementation of the resulting changes could materially and adversely affect the tax, tax treaty, currency, operational, legal, and regulatory regime as well as the macro-economic environment in which we operate. In relation to our other European operations and businesses, we face similar risks. The effect of any of these risks, were they to materialize, is difficult to quantify, but could

materially increase our operating and compliance costs and materially affect our tax position or business, results of operations, and financial position. Further, uncertainty around the form and timing of any withdrawal agreement could lead to adverse effects on the economy of the U.K., other parts of Europe, and the rest of the world, which could have an adverse economic impact on our operations.

We derive a significant portion of our revenues and profits from bank-branding relationships with financial institutions. A decline in these revenues as a result of changes in financial institution demand for this service may have a significant negative impact to our results.

Bank-branding drives a significant portion of our revenues, and if this product offering were to become less attractive to financial institutions whereby we lost a significant amount of existing contracts, it could have a material impact on our revenues and profits. In addition, consolidations within the banking industry may impact our bank- branding relationships as existing bank-branding customers are acquired by other financial institutions, some of which may not be existing bank-branding customers. Our bank-branding contracts could be adversely affected by such consolidations.

If we experience additional impairments of our goodwill or other intangible assets, we will be required to record a charge to earnings, which may be significant.

We have a large amount of goodwill and other intangible assets and are required to perform periodic assessments for any possible impairment for accounting purposes. We periodically evaluate the recoverability and the amortization period of our intangible assets under U.S. GAAP. Some of the factors that we consider to be important in assessing whether or not impairment exists include the performance of the related assets relative to the expected historical or projected future operating results, significant changes in the manner of our use of the assets or the strategy for our overall business, and significant negative industry or economic trends. These factors and assumptions, and any changes in them, could result in an impairment of our goodwill and other intangible assets.

During September 2017, we recognized impairments of our goodwill, other intangible assets and other long-lived assets of $140.0 million, $54.5 million, and $19.0 million, respectively, in our Australia & New Zealand reporting unit. We also recognized charges of $2.5 million related to inventory in our Australia and New Zealand reporting unit. See the risk factor entitled The introduction of free-to-use ATMs in Australia may adversely impact our revenues and profits above for additional information regarding the market changes that resulted in this impairment. As of December 31, 2017 we had goodwill and other intangible assets of $774.9 million and $209.9 million, respectively, of which $12.7 million of goodwill and $29.5 million of other intangible assets, respectively, were held by our Australia & New Zealand reporting unit.

In the event we determine our goodwill or amortizable intangible assets are further impaired in the future, we may be required to record a significant charge to earnings in our consolidated financial statements, which would negatively impact our results of operations and that impact could be material.

 We may accumulate excess or obsolete inventory or assets that cannot be used or re-deployed, which could result in unanticipated write-downs and adversely affect our financial results.  As a result of the 2017 EMV upgrade and the loss of our largest customer 7-Eleven, which occurred mostly during the last five months of 2017, we now have a substantial number of ATMs, approximately 5,000, as of December 31, 2017, that are not currently in service, yet have remaining net carrying value. To the extent we are not able to re- deploy the assets, we may in future periods incur write-downs of these and other assets which could materially, adversely affect our business, results of operations, and stockholders’ equity.

We have a significant amount of indebtedness, which may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants, and make payments on our indebtedness.

As of December 31, 2017, our outstanding indebtedness was $917.7 million, which represents 70.2% of our total book capitalization of $1.3 billion. Our indebtedness could have important consequences. For example, it could: 62

 make it difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under the indentures governing our senior subordinated notes and the agreements governing our other indebtedness;  require us to dedicate a substantial portion of our cash flow in the future to pay principal and interest on our debt, which will reduce the funds available for working capital, capital expenditures, acquisitions, and other general corporate purposes;  limit our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;  make us more vulnerable to adverse changes in general economic, industry and competitive conditions, and adverse changes in government regulation; and  limit our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our growth strategy, research and development costs, or other purposes.

Any of these factors could materially and adversely affect our business, results of operations, and cash flows. We cannot assure shareholders that our business will generate sufficient cash flow from operations or that future borrowings, including those under our credit facilities, will be available in an amount sufficient to pay our indebtedness. If we do not have sufficient earnings or capital resources to service our debt, we may be required to refinance all or part of our existing debt, sell assets, borrow more money, delay investment and capital expenditures, or sell equity or debt securities, none of which we can guarantee we will be able to do on commercially reasonable terms or at all.

The terms of our credit agreement and the indentures governing our senior notes may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions.

Our credit agreement and the indentures governing our senior notes include a number of covenants that, among other items, restrict or limit our ability to:

 sell or transfer property or assets;  pay dividends on or redeem or repurchase shares;  merge into or consolidate with any third-party;  create, incur, assume, or guarantee additional indebtedness;  create certain liens;  make investments;  engage in transactions with affiliates;  issue or sell preferred shares of restricted subsidiaries; and  enter into sale and leaseback transactions.

In addition, we are required by our credit agreement to adhere to certain covenants and maintain specified financial ratios. While we currently have the ability to borrow the full amount available under our credit agreement, as a result of these ratios, we may be limited in the manner in which we conduct our business in the future and may be unable to engage in favorable business activities or finance our future operations or capital needs. Accordingly, these restrictions may limit our ability to successfully operate our business and prevent us from fulfilling our debt obligations. A failure to comply with the covenants or financial ratios could result in an event of default. In the event of a default under our credit agreement, the lenders could exercise a number of remedies, some of which could result in an event of default under the indentures governing the senior notes. An acceleration of indebtedness under our credit agreement would also likely result in an event of default under the terms of any other financing arrangement we have outstanding at the time. If any or all of our debt were to be accelerated, we cannot assure shareholders that our assets would be sufficient to repay our indebtedness in full. If we are unable to repay any amounts outstanding under our bank credit facility when due, the lenders will have the right to proceed against the collateral securing our indebtedness. Such actions could have a material adverse impact on our operations and cash flows. For additional 63

information related to our credit agreement and indentures, see Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Financing Facilities.

The fundamental change and make-whole fundamental change provisions associated with our $250.0 million of 1.00% Convertible Senior Notes due December 2020 (“Convertible Notes”) may delay or prevent an otherwise beneficial takeover attempt of us.

The fundamental change purchase rights, which will allow holders of our Convertible Notes to require us to purchase all or a portion of their notes upon the occurrence of a fundamental change, and the provisions requiring an increase to the conversion rate for conversions in connection with certain other circumstances may delay or prevent a takeover of us or the removal of current management that might otherwise be beneficial to investors.

We may not have the ability to raise the funds necessary to pay the amount of cash due upon conversion of the Convertible Notes, if relevant, or upon the occurrence of a fundamental change as described in our convertible indentures, and our debt may contain limitations on our ability to pay cash upon conversion or required purchase of the Convertible Notes.

Upon the occurrence of a fundamental change, holders of our Convertible Notes may require us to purchase, for cash, all or a portion of their Convertible Notes at a fundamental change purchase consideration specified within the convertible note indentures. There can be no assurance that we will have sufficient financial resources, or will be able to arrange financing, to pay the fundamental change purchase consideration if holders submit their Convertible Notes for purchase by us upon the occurrence of a fundamental change or to pay the amount of cash (if any) due if holders surrender their Convertible Notes for conversion. In addition, the occurrence of a fundamental change may cause an event of default under agreements governing us or our subsidiaries’ indebtedness. Agreements governing any future debt may also restrict our ability to make any of the required cash payments even if we have sufficient funds to make them. Furthermore, our ability to purchase the Convertible Notes or to pay cash (if any) due upon the conversion of the Convertible Notes may be limited by law or regulatory authority. In addition, if we fail to purchase the Convertible Notes or to pay the amount of cash (if any) due upon conversion of the Convertible Notes, we will be in default under the indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing our other indebtedness, which in turn may result in the acceleration of other indebtedness we may then have. If the repayment of the other indebtedness were to be accelerated, we may not have sufficient funds to repay that indebtedness and to purchase the Convertible Notes or to pay the amount of cash (if any) due upon conversion.

Noncompliance with established EFT network rules and regulations could expose us to fines and penalties and could negatively impact our results of operations. Additionally, new EFT network rules and regulations could require us to expend significant amounts of capital to remain in compliance with such rules and regulations.

Our transactions are routed over various EFT networks to obtain authorization for cash disbursements and to provide account balances. These networks include Star, Pulse, NYCE, Cirrus (MasterCard), and Plus (Visa) in the U.S., and LINK in the U.K., among other networks. We utilize various other EFT networks in our other geographic locations. EFT networks set the interchange fees that they charge to the financial institutions, as well as the amounts paid to us. Additionally, EFT networks, including MasterCard and Visa, establish rules and regulations that ATM providers, including ourselves, must comply with in order for member cardholders to use those ATMs. Failure to comply with such rules and regulations could expose us to penalties and/or fines, which could negatively impact our financial results. Furthermore, compliance may in certain instances require capital expenditure. The payment networks rules and regulations are generally subject to change and they may modify their rules and regulations from time to time. Our inability to react to changes in the rules and regulations or the interruption or application thereof, may result in the substantial disruption of our business.

In October 2016, MasterCard commenced a liability shift for U.S. ATM transactions on EMV-issued cards used at non-EMV compliant ATMs in the U.S. Visa commenced a liability shift starting in October 2017 for all transaction types on all EMV-issued cards in the U.S. We have upgraded nearly all of our U.S. Company-owned ATMs to deploy additional software to enable additional functionality, enhance security features, and enable the EMV security 64

standard. Due to the significant operational challenges of enabling EMV and other hardware and software enhancements across the majority of our U.S. ATMs, which comprises many types and models of ATMs, together with potential compatibility issues with various processing platforms, we experienced increased downtime at our U.S. ATMs during the first part of 2017. As a result of this downtime, we suffered lost revenues and incurred penalties with certain of our contracts during the first part of 2017. We have also incurred increased charges from networks associated with actual or potentially fraudulent transactions, as we were liable for fraudulent transactions on the MasterCard and Visa networks and other networks that have adopted the EMV security standard if our ATM was not EMV compliant at the time of the transaction, and any fraudulent transactions were processed. As of the date of this filing, all of our ATMs that we intend to upgrade and continue to operate were EMV compliant. Noncompliance with the EMV standard or other network rules could have a material adverse impact on our operations and cash flows.

The majority of the electronic debit networks over which our transactions are conducted require sponsorship by a bank, and the loss of any of our sponsors and our inability to find a replacement may cause disruptions to our operations.

In each of the geographic segments in which we operate, bank sponsorship is required in order to process transactions over certain networks. In all of our markets, our ATMs are connected to financial transaction switching networks operated by organizations such as Visa and MasterCard. The rules governing these switching networks require any company sending transactions through these switches to be a bank or a technical service processor that is approved and monitored by a bank. As a result, the operation of our ATM network in all of our markets depends on our ability to secure these “sponsor” arrangements with financial institutions. In the U.S., our largest geographic segment by revenues, bank sponsorship is required on the significant majority of our transactions and we rely on our sponsor banks for access to the applicable networks. In the U.K., only international transactions require bank sponsorship. In Mexico, all ATM transactions require bank sponsorship, which is currently provided by our banking partners in the country. In Canada, Germany, and Spain, bank sponsorships are also required and are obtained through our relationships with third-party processors. If our current sponsor banks decide to no longer provide this service, or are no longer financially capable of providing this service as may be determined by certain networks, it may be difficult to find an adequate replacement at a cost similar to what we incur today, or potentially, we could incur a temporary service disruption for certain transactions in the event we lose or do not retain bank sponsorship, which may negatively impact our profitability and may prevent us from doing business in that market.

If we lose key personnel or are unable to attract additional qualified personnel as we grow, our business could be adversely affected.

We are dependent upon the ability and experience of a number of key personnel who have substantial experience with our operations, the rapidly changing automated consumer financial services industry, and the geographical segments in which we operate. It is possible that the loss of the services of one or a combination of several of our senior executives would have an adverse effect on our operations, if we are not able to find suitable replacements for such persons in a timely manner. Unexpected turnover in key leadership positions within the Company may adversely impact our ability to manage the Company efficiently and effectively, could be disruptive and distracting to management and may lead to additional departures of existing personnel, any of which could adversely impact our business. Any adverse change in our reputation, whether as a result of decreases in revenue or a decline in the market price of our common shares, could affect our ability to motivate and retain our existing employees and recruit new employees. Our success also depends on our ability to continue to attract, manage, motivate and retain other qualified management, as well as technical and operational personnel as we grow. We may not be able to continue to attract and retain such personnel in the future, which could adversely impact our business.

We are subject to laws and regulations across many jurisdictions, changes to which could increase our costs and individually or in the aggregate adversely affect our business.

We conduct business in many countries. As a result, we are subject to laws and regulations which affect our operations in a number of areas. Laws and regulations affect our business in many ways including, but not limited to, areas of labor, advertising, consumer protection, real estate, billing, e-commerce, promotions, quality of services, intellectual property ownership and infringement, tax, import and export requirements, anti-corruption, foreign 65

exchange controls and cash repatriation restrictions, data privacy requirements, anti-competition, small-business protection, environmental, health, and safety.

Compliance with these laws, regulations and similar requirements may be onerous and expensive, and they may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and doing business. Any such costs, which may rise in the future as a result of changes in these laws and regulations or in their interpretation could have a material adverse effect on our business, financial condition and results of operations. We have implemented policies and procedures designed to ensure compliance with applicable laws and regulations, but there can be no assurance that our employees, contractors, or agents will not violate such laws and regulations or our policies and procedures.

Changes in tax laws, regulations and interpretations or challenges to our tax positions could adversely effect our business.   We are a large corporation with operations in the U.K., U.S. and numerous other jurisdictions around the world. As such, we are subject to tax laws and regulations of the U.S. federal, state and local governments as well as various other jurisdictions. We compute our income tax provision based on enacted tax rates in the jurisdictions in which we operate. As the tax rates vary among jurisdictions, a change in earnings attributable to the various jurisdictions in which we operate could result in an unfavorable change in our overall tax provision.   From time to time, changes in tax laws or regulations may be proposed or enacted that could adversely affect our overall tax liability. For example, the recent U.S. tax legislation enacted on December 22, 2017 represents a significant overhaul of the U.S. federal tax code. This tax legislation significantly reduced the U.S. statutory corporate tax rate and made other changes that could have a favorable impact on our overall U.S. federal tax liability in a given period. However, the tax legislation also included a number of provisions, including, but not limited to, the limitation or elimination of various deductions or credits (including for interest expense and for performance-based compensation under Section 162(m)), the imposition of taxes on certain cross-border payments or transfers, the changing of the timing of the recognition of certain income and deductions or their character, and the limitation of asset basis under certain circumstances, that could significant and adversely affect our U.S. federal income tax position. The legislation also made significant changes to the tax rules applicable to insurance companies and other entities with which we do business. We are continuing to evaluate the overall impact of this tax legislation on our operations and U.S. federal income tax position. There can be no assurance that changes in tax laws or regulations, both within the U.S. and the other jurisdictions in which we operate, will not materially and adversely affect our effective tax rate, tax payments, financial condition and results of operations. Similarly, changes in tax laws and regulations that impact our customers and counterparties or the economy generally may also impact our financial condition and results of operations.   In addition, tax laws and regulations are complex and subject to varying interpretations, and any significant failure to comply with applicable tax laws and regulations in all relevant jurisdictions could give rise to substantial penalties and liabilities. Any changes in enacted tax laws (such as the recent U.S. tax legislation), rules or regulatory or judicial interpretations; any adverse outcome in connection with tax audits in any jurisdiction; or any change in the pronouncements relating to accounting for income taxes could materially and adversely impact our effective tax rate, tax payments, financial condition and results of operations.

We operate in several jurisdictions and we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and other similar anti-corruption laws.

Our business operations in countries outside the U.S. are subject to anti-corruption laws and regulations, including restrictions imposed by the U.S. Foreign Corrupt Practices Act (“FCPA”). The FCPA and similar anti-corruption laws in other jurisdictions, such as the U.K. Bribery Act, generally prohibit companies and their intermediaries from paying or promising to pay government officials, political parties, or political party officials for the purpose of obtaining, retaining, influencing, or directing business. We operate in parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, compliance with anti-corruption laws may conflict with local customs and practices. 66

Our employees and agents may interact with government officials on our behalf, including interactions necessary to obtain licenses and other regulatory approvals necessary to operate our business, import or export equipment and resolve tax disputes. These interactions create a risk that actions may occur that could violate the FCPA or other similar laws.

Although we have implemented policies and procedures designed to ensure compliance with local laws and regulations as well as U.S. laws and regulations, including the FCPA, there can be no assurance that all of our employees, consultants, contractors and agents will abide by our policies. If we are found to be liable for violations of the FCPA or similar anti-corruption laws in international jurisdictions, either due to our own acts or out of inadvertence, or due to the acts or inadvertence of others, we could suffer from criminal or civil penalties which could have a material and adverse effect on our business, results of operations, financial condition, and cash flows.

If we are unable to adequately protect our intellectual property, we may lose a valuable competitive advantage or be forced to incur costly litigation to protect our rights. Additionally, if we face claims of infringement we may be forced to incur costly litigation.

Our success depends, in part, on developing and protecting our intellectual property. We rely on copyright, patent, trademark and trade secret laws to protect our intellectual property. We also rely on other confidentiality and contractual agreements and arrangements with our employees, affiliates, business partners and customers to establish and protect our intellectual property and similar proprietary rights. While we expect these agreements and arrangements to be honored, we cannot assure shareholders that they will be and, despite our efforts, our trade secrets and proprietary know-how could become known to, or independently developed by, competitors. Agreements entered into for that purpose may not be enforceable or provide us with an adequate remedy. Effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which our applications and services are made available. Any litigation relating to the defense of our intellectual property, whether successful or unsuccessful, could result in substantial costs to us and potentially cause a diversion of our resources.

In addition, we may face claims of infringement that could interfere with our ability to use technology or other intellectual property rights that are material to our business operations. We may expose ourselves to additional liability if we agree to indemnify our customers against third party infringement claims. If the owner of intellectual property establishes that we are, or a customer which we are obligated to indemnify is, infringing its intellectual property rights, we may be forced to change our products or services, and such changes may be expensive or impractical, or we may need to seek royalty or license agreements from the owner of such rights. In the event a claim of infringement against us is successful, we may be required to pay royalties to use technology or other intellectual property rights that we had been using, or we may be required to enter into a license agreement and pay license fees, or we may be required to stop using the technology or other intellectual property rights that we had been using. We may be unable to obtain necessary licenses from third parties at a reasonable cost or within a reasonable amount of time. Any litigation of this type, whether successful or unsuccessful, could result in substantial costs to us and potentially cause a diversion of our resources.

We are subject to business cycles, seasonality, and other outside factors that may negatively affect our business.

Our overall business is subject to seasonal variations. Transaction volumes at our ATMs located in regions affected by strong winter weather patterns typically experience declines in volume during those months as a result of decreases in the amount of consumer traffic through such locations. With the majority of our ATMs located in the northern hemisphere, we expect to see slightly higher transactions in the warmer summer months from May through August, which are also aided by increased vacation and holiday travel. As a result of these seasonal variations, our quarterly operating results may fluctuate and could lead to volatility in the price of our shares. In addition, a recessionary economic environment could reduce the level of transactions taking place on our networks, which could have a material adverse impact on our operations and cash flows.

Cardtronics plc may be treated as a U.S. corporation for U.S. federal income tax purposes and could be liable for substantial additional U.S. federal income taxes in the event our redomicile to the U.K. is successfully challenged by the U.S. Internal Revenue Service (“IRS”).

For U.S. federal income tax purposes, a corporation is generally considered a tax resident in the jurisdiction of its incorporation or organization. Because Cardtronics plc is incorporated under English law, it should be considered a U.K., and not a U.S., tax resident under these general rules. However, Section 7874 of the Code provides that a corporation organized outside the U.S. that acquires substantially all of the assets of a corporation organized in the U.S. (including through a merger) will be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes if (i) the shareholders of the acquired U.S. corporation own at least 80% (of either the voting power or value) of the share of the acquiring foreign corporation after the acquisition and (ii) the acquiring foreign corporation’s “expanded affiliated group” does not have substantial business activities in the country in which the acquiring foreign corporation is organized relative to the expanded affiliated group’s worldwide activities (“substantial business activities” or the “SBA Test”). Pursuant to the Redomicile Transaction, Cardtronics plc indirectly acquired all of Cardtronics Delaware’s assets, and Cardtronics Delaware shareholders held 100% of the value of Cardtronics plc by virtue of their prior share ownership of Cardtronics Delaware immediately after the Redomicile Transaction. As a result, the Cardtronics plc expanded affiliated group (which includes Cardtronics Delaware and its subsidiaries) must have had substantial business activities in the U.K. for Cardtronics plc to avoid being treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code. In order for the Cardtronics plc expanded affiliated group to have satisfied the SBA Test, at least 25% of the employees (by headcount and compensation), assets, and gross income of such group must have been based, located, and derived, respectively, in the U.K. as of the dates and for relevant periods under the Code sections.

Cardtronics plc believes it fully satisfied the SBA Test and performed rigorous analysis to support this conclusion. However, the application of Section 7874 of the Code is not entirely clear in all situations, and while we believe the SBA Test was fully satisfied, there is no assurance that the IRS or a court will agree. Furthermore, there have been legislative proposals to expand the scope of U.S. corporate tax residence and there could be changes to the Code (including Section 7874 of the Code) or the U.S. Treasury Regulations that could result in Cardtronics plc being treated as a U.S. corporation or otherwise have adverse consequences. Such statutory or regulatory provisions could have retroactive application.

If it were determined that Cardtronics plc should be taxed as a U.S. corporation for U.S. federal income tax purposes, Cardtronics plc could be liable for substantial additional U.S. federal income taxes. Additionally, the U.K. could continue to tax Cardtronics plc as a U.K. tax resident for U.K. tax purposes, and thus Cardtronics plc and its shareholders could be subject to taxation in both the U.S. and the U.K.

Our operating results have fluctuated historically and could continue to fluctuate in the future, which could affect our ability to maintain our current market position or expand.

Our operating results have fluctuated in the past and may continue to fluctuate in the future as a result of a variety of factors, many of which are beyond our control, including the following:

 changes in general economic conditions and specific market conditions in the ATM and financial services industries;  changes in payment trends and offerings in the markets in which we operate;  changes in consumers’ preferences for cash as a payment vehicle;  competition from other companies providing the same or similar services that we offer;  changes in the mix of our retail partners;  the timing and magnitude of operating expenses, capital expenditures, and expenses related to the expansion of sales, marketing, and operations, including as a result of acquisitions, if any;  changes implemented by networks and how they determine interchange rates;  the timing and magnitude of any impairment charges that may materialize over time relating to our goodwill, intangible assets, or long-lived assets;

 changes in the general level of interest rates in the markets in which we operate;  changes in inflation or how key vendors and suppliers price their services to us;  changes in regulatory requirements associated with the ATM and financial services industries;  changes in the mix of our current services;  changes in the financial condition and credit risk of our customers;  any adverse results in litigation by us or by others against us;  our inability to make payments on our outstanding indebtedness as they become due;  our failure to successfully enter new markets or the failure of new markets to develop in the time and manner we anticipate;  acquisitions, strategic alliances, or joint ventures involving us, our customers, vendors, or our competitors;  terrorist acts, theft, vandalism, fires, floods, or other natural disasters;  additions or departures of key personnel;  changes in the financial condition and operational execution of our key vendors and service providers;  changes in tax rates or tax policies in the jurisdictions in which we operate; and  exposure to currency fluctuations, including the risk that our future reported operating results could be negatively impacted by unfavorable movements in the functional currencies of our international operations relative to the U.S. dollar, which represents our consolidated reporting currency.

Any of the foregoing factors could have a material adverse effect on our business, results of operations, and financial condition. Although we have experienced revenue growth in recent years, this growth rate is not necessarily indicative of future operating results. A relatively large portion of our expenses are fixed in the short-term, particularly with respect to personnel expenses, depreciation and amortization expenses, and interest expense. Therefore, our results of operations are particularly sensitive to fluctuations in revenues. Additionally, beginning in July 2017, the loss of our largest customer, 7-Eleven in the U.S., has had and will most likely continue to have, a significant negative impact on our income from operations and cash flows. As such, comparisons to prior periods should not be relied upon as indications of our future performance.

Risks associated with our common shares

We may issue additional common shares or instruments convertible into common shares, which may materially and adversely affect the market price of our common shares and the trading price of our Convertible Notes.

We may conduct future offerings of our common shares or other securities convertible into our common shares to fund acquisitions, finance operations or for general corporate purposes. In addition, we may elect to settle the conversion of our outstanding Convertible Notes in common shares, and we may also issue common shares under our equity awards programs. The market price of our common shares or the trading price of the Convertible Notes could decrease significantly if we conduct such future offerings, if any of our existing shareholders sells a substantial amount of our common shares or if the market perceives that such offerings or sales may occur. Moreover, any issuance of additional common shares will dilute the ownership interest of our existing common shareholders, and may adversely affect the ability of holders of our Convertible Notes to participate in any appreciation of our common shares.

The accounting method for convertible debt securities that may be settled in cash could have a material effect on our reported financial results.

Under U.S. GAAP, an entity must separately account for the debt component and the embedded conversion option of convertible debt instruments that may be settled entirely or partially in cash upon conversion, such as our Convertible Notes, in a manner that reflects the issuer’s economic interest cost. The effect of the accounting treatment for such instruments is that the value of such embedded conversion option is treated as an original issue discount for purposes of accounting for the debt component of the Convertible Notes, and that original issue discount is amortized into interest expense over the term of the Convertible Notes using an effective yield method. As a result, we are required to record non-cash interest expense as a result of the amortization of the effective original issue discount to the Convertible Notes’ face amount over the term of the notes. Accordingly, we report lower net income in our 69

financial results because of the recognition of both the current period’s amortization of the debt discount and the Convertible Notes’ coupon interest.

Under certain circumstances, convertible debt instruments that may be settled entirely or partially in cash are evaluated for their impact on earnings per share utilizing the treasury stock method, the effect of which is that the shares issuable upon conversion of the notes are not included in the calculation of diluted earnings per share except to the extent that the conversion value of the notes exceeds their principal amount. Under the treasury stock method, for diluted earnings per share purposes, the notes are accounted for as if the number of common shares that would be necessary to settle such excess, if we elected to settle such excess in shares, are issued. We cannot be certain that the accounting standards in the future will continue to permit the use of the treasury stock method. If we are unable to use the treasury stock method in accounting for the shares issuable upon conversion of the notes, then our diluted earnings per share could be adversely affected.

In addition, if the conditional conversion feature of the notes is triggered, even if holders do not elect to convert their notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

Our articles of association include mandatory offer provisions that may be viewed as less favorable to shareholders, including with respect to takeover matters.

Although we are not currently subject to the U.K. Takeover Code, certain provisions similar to the mandatory offer provisions and certain other aspects of the U.K. Takeover Code were specifically approved and included in our articles of association that were adopted at the special meeting of shareholders of Cardtronics Delaware held in June 2016 in connection with the Redomicile Transaction. As a result, except as permitted by our articles of association, (including acquisitions with the consent of our Board of Directors or with prior approval by the independent shareholders at a general meeting) a shareholder, together with persons acting in concert, would be at risk of certain Board of Directors sanctions if they acquired 30% or more of our issued shares without making a voluntary offer for all of the issued and outstanding shares (not already held by the acquirer) that is in cash (or accompanied by a full cash alternative) and otherwise in accordance with the provisions of the U.K. Takeover Code (as if the U.K. Takeover Code applied to us). The ability of shareholders to retain their shares upon completion of an offer for our entire issued share capital may depend on whether the Board of Directors subsequently agrees to propose a court-approved scheme of arrangement that would, if approved by our shareholders, compel minority shareholders to transfer or surrender their shares in favor of the offeror or, if the offeror acquires at least 90% of the shares. In that case, the offeror can require minority shareholders to accept the offer under the ‘squeeze-out’ provisions in our articles of association. The mandatory offer provisions in our articles of association could have the effect of discouraging the acquisition and holding of interests of 30% or more of our issued shares and encouraging those shareholders who may be acting in concert with respect to the acquisition of shares to seek to obtain the recommendation of our Board of Directors before effecting any additional purchases. In addition, these provisions may adversely affect the market price of our shares or inhibit fluctuations in the market price of our shares that could otherwise result from actual or rumored takeover attempts.

English law generally provides for increased shareholder approval requirements with respect to certain aspects of capital management.

English law provides that a board of directors may generally only allot shares with the prior authorization of shareholders and such authorization must specify the maximum nominal value of the shares that can be allotted and can be granted for a maximum period of five years, each as specified in the articles of association or the relevant shareholder resolution. English law also generally provides shareholders with preemptive rights when new shares are issued for cash. It is possible, however, for the articles of association, or shareholders in a general meeting, to exclude preemptive rights, if coupled with a general authorization to allot shares. Such an exclusion of preemptive rights may be for a maximum period of up to five years from the date of adoption of the articles of association, or from the date of the shareholder resolution, as applicable.

English law also generally prohibits a company from repurchasing its own shares by way of “off market purchases” without the prior approval of shareholders by ordinary resolution (i.e., majority of votes cast). Such authority can be granted for a maximum period of up to five years. English law prohibits us from conducting “on market purchases” as our shares will not be traded on a recognized investment exchange in the U.K.

Prior to the Redomicile Transaction, resolutions were adopted to authorize the allotment of a certain amount of shares, exclude certain preemptive rights and permit off market purchases of up to 15% of our shares in issue immediately after the effective time of the Redomicile Transaction, but these authorizations will expire in 2021 unless renewed by our shareholders prior to the expiration date.

We cannot assure shareholders that situations will not arise where such shareholder approval requirements for any of these actions would deprive our shareholders of substantial capital management benefits.

English law requires that we meet certain additional financial requirements before we declare dividends and repurchase shares.

We do not currently have the ability to declare dividends in any material amount. Under English law, with limited exceptions, we will only be able to declare dividends or repurchase shares out of “distributable reserves” on Cardtronics plc’s stand-alone balance sheet, without regard to its consolidated financial statements. While we have no current plans for future dividend payments or share repurchases, in order to create distributable reserves we may at a future annual meeting of shareholders offer a resolution to approve a proposed reduction of capital and, upon approval, undertake a customary court-approved capital reduction procedure in the U.K. that would enable the payment of dividends or share repurchases if and when determined by our Board of Directors.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our North America segment includes offices throughout the U.S., Mexico, and Canada. The principal executive offices are located at 3250 Briarpark Drive, Suite 400, Houston, Texas 77042. We lease 62,249 square feet of office space for our principal executive offices.

Specifically related to our North America segment, we lease 44,258 square feet of office and warehouse space in north Houston and other office space in Bethesda, Maryland; Minnetonka, Minnesota; Chandler, Arizona; Peoria, Illinois; and Bloomington, Illinois for other regional offices. Our North America segment also leases office space in Mexico City, Mexico, Mississauga, Ontario, Ottawa, Ontario, Calgary, Alberta, Montreal, Quebec, Winnipeg, Manitoba, and Vancouver, British Columbia. We also lease 44,067 square feet in the Dallas, Texas area, where we manage our EFT transaction processing platforms.

In Europe, we lease office spaces in and near London, U.K. for our ATM operations and various other locations throughout the U.K. to support our cash-in-transit operations and other business activities. We also have European offices in Trier, Germany, and Barcelona, Spain. For our i-design ATM advertising operations, we lease office space in Dundee, Scotland.

In Australia we have office and warehouse space in Melbourne, Perth, Sydney, and Brisbane. In New Zealand, we lease an office in Auckland. We also lease an office in Cape Town, South Africa.

Our facilities are leased pursuant to operating leases for various terms and we believe they are adequate for our current use. We believe that our leases are at competitive or market rates and do not anticipate any difficulty in leasing suitable additional space upon expiration of our current lease terms. The lease of our primary corporate headquarters location in Houston expires at the end of 2018. We are in the process of evaluating several potential locations for our 71

corporate offices in the Houston area and do not anticipate difficulty in finding suitable space at a cost that is comparable to our current rate.

ITEM 3. LEGAL PROCEEDINGS

The Company is subject to various legal proceedings and claims arising in the ordinary course of its business. The Company has provided reserves where necessary for all claims and the Company’s management does not expect the outcome in any legal proceedings, individually or collectively, to have a material adverse financial or operational impact on the Company. Additionally, the Company currently expenses all legal costs as they are incurred.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common shares trade on The NASDAQ Global Select Market under the symbol “CATM.” As of February 15, 2018, the majority of our shareholders held their shares in “street name” by a nominee of the Depository Trust Company.

Quarterly share prices. The following table reflects the quarterly high and low sales prices of our common shares as reported on The NASDAQ Stock Market LLC:

High Low 2017 Fourth Quarter $ 25.45 $ 16.26 Third Quarter 33.07 23.01 Second Quarter 45.62 32.24 First Quarter 55.89 44.08

2016 Fourth Quarter $ 55.67 $ 47.35 Third Quarter 47.48 40.01 Second Quarter 41.12 35.09 First Quarter 36.19 28.52

Dividend information. We have historically not paid, nor do we anticipate paying, dividends with respect to our common shares and are limited in doing so under English law. For additional information related to our restrictions on our ability to pay dividends, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Financing Facilities, Item 8. Financial Statements and Supplementary Data, Note 10. Long-Term Debt.

Share performance graph. The following graph compares the five-year total return to holders of Cardtronics plc’s common shares, the NASDAQ Composite index (the “Index”), and a customized peer group of 15 companies that includes: (i) ACI Worldwide, Inc. (ACIW), (ii) Acxiom Corporation (ACXM), (iii) CSG Systems International, Inc. (CSGS), (iv) Euronet Worldwide, Inc. (EEFT), (v) Fair Isaac Corp. (FICO), (vi) Everi Holdings Inc. (EVRI), (vii) Global Payments, Inc. (GPN), (viii) Jack Henry & Associates, Inc. (JKHY), (ix) SS&C Technologies Holdings, Inc. (SSNC), (x) WEX, Inc. (WEX), (xi) Total Systems Services, Inc. (TSS), (xii) VeriFone Systems, Inc. (PAY), (xiii) MoneyGram International, Inc. (MGI), (xiv) Worldpay Inc. (WP), and (xv) Blackhawk Network Holdings, Inc. (HAWK) (collectively, the “Peer Group”). We selected the Peer Group companies because they are publicly traded companies that: (i) have the same Global Industry Classification Standard classification, (ii) earn a similar amount of revenues, (iii) have similar market values, and (iv) provide services that are similar to the services we provide.

The performance graph was prepared based on the following assumptions: (i) $100 was invested in our common shares, in our Peer Group, and the Index on December 31, 2012, (ii) investments in the Peer Group are weighted based on the returns of each individual company within the group according to their market capitalization at the beginning of the period, and (iii) dividends were reinvested on the relevant payment dates. The share price performance included in this graph is historical and not necessarily indicative of future share price performance.

The following graph and related information shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Exchange Act, each as amended, except to the extent that we specifically incorporate it by reference into such filing.

12/12 12/13 12/14 12/15 12/16 12/17 Cardtronics plc $ 100.00 $ 183.02 $ 162.51 $ 141.74 $ 229.87 $ 78.01 NASDAQ Composite $ 100.00 $ 141.63 $ 162.09 $ 173.33 $ 187.19 $ 242.29 Peer Group $ 100.00 $ 150.69 $ 159.62 $ 197.77 $ 208.49 $ 276.36

ITEM 6. SELECTED FINANCIAL DATA

The following table reflects selected financial data derived from our consolidated financial statements. As a result of acquisitions of businesses during the years presented below, our financial results are not comparable in all periods. Additionally, these selected historical results are not necessarily indicative of results to be expected in the future.

Year Ended December 31, 2017 2016 2015 2014 2013 (In thousands, excluding share and per share information and number of ATMs) Consolidated Statements of Operations Data: Revenues and Income: Total revenues $ 1,507,599 $ 1,265,364 $ 1,200,301 $ 1,054,821 $ 876,486 (Loss) Income from operations (1) (103,509) 146,379 139,917 104,639 82,601 Net (loss) income (2) (145,351) 87,910 65,981 35,194 20,647 Net (loss) income attributable to controlling interests and available to common shareholders (2) (145,350) 87,991 67,080 37,140 23,816 Per Share Data: Basic net (loss) income per common share (2) $ (3.19) $ 1.95 $ 1.50 $ 0.83 $ 0.52 Diluted net (loss) income per common share (2) $ (3.19) $ 1.92 $ 1.48 $ 0.82 $ 0.52 Basic weighted average shares outstanding 45,619,679 45,206,119 44,796,701 44,338,408 44,371,313 Diluted weighted average shares outstanding 45,619,679 45,821,527 45,368,687 44,867,304 44,577,635

Consolidated Balance Sheets Data: Total cash and cash equivalents $ 51,370 $ 73,534 $ 26,297 $ 31,875 $ 86,939 Total assets 1,862,716 1,364,696 1,319,935 1,247,566 1,048,711 Total long-term debt and capital lease obligations, including current portion (3) 918,275 503,320 568,331 604,473 483,022 Total shareholders' equity 390,393 456,935 369,793 286,535 247,114

Consolidated Statements of Cash Flows Data: Cash flows from operating activities $ 217,892 $ 270,275 $ 256,553 $ 188,553 $ 183,557 Cash flows from investing activities (631,217) (139,203) (209,562) (336,881) (266,740) Cash flows from financing activities 391,424 (78,942) (48,520) 99,248 154,988

Operating Data (Unaudited): Total number of ATMs (at period end): ATM operations 96,539 78,561 77,169 78,217 66,984 Managed services and processing, net (4) 134,156 124,572 112,622 31,989 13,610 Total number of ATMs (at period end) 230,695 203,133 189,791 110,206 80,594

Total transactions (excluding Managed services and processing, net) 1,495,586 1,358,409 1,251,626 1,040,241 860,062 Total cash withdrawal transactions (excluding Managed services and processing) 956,919 848,394 759,408 617,419 521,282  (1) The year ended December 31, 2017 includes $194.5 in goodwill and intangible asset impairment losses in addition to $33.3 million of impairment and disposal losses on other assets. The year ended December 31, 2013 includes $8.7 million in nonrecurring property tax expense related to a change in assessment methodology in the U.K. Additionally, the years ended December 31, 2017, 2016, 2015, 2014, and 2013 include $18.9 million, $9.5 million, $27.1 million, $18.1 million, and $15.4 million, respectively, in acquisition and divestiture-related costs. (2) The year ended December 31, 2017 includes the goodwill, intangible asset and other asset impairment losses, net of tax. The year ended December 31, 2016 includes $13.7 million of expenses associated with the redomicile of our parent company to the U.K., which was completed on July1, 2016. The year ended December 31, 2013 includes $13.8 million in income tax expense related to the restructuring of our U.K. business. (3) Our long-term debt as of December 31, 2017 consists of outstanding borrowings under our revolving credit facility, our Convertible Notes, our 5.125% Senior Notes due 2022 (the “2022 Notes”), and our 5.50% Senior Notes due 2025 (the “2025 Notes”). The Convertible Notes are reported in the accompanying Consolidated Balance Sheets at a carrying value of $252.0 million, as of December 31, 2017, which represents the principal balance of $287.5 million less the 75

unamortized discount and capitalized debt issuance costs of $35.5 million. The 2022 Notes are reported in the accompanying Consolidated Balance Sheets at a carrying value of $248.0 million, as of December 31, 2017, which represents the principal balance of $250.0 million less the capitalized debt issuance costs of $2.0 million. The 2025 Notes are reported in the accompanying Consolidated Balance Sheets at a carrying value of $295.2 million as of December 31, 2017, which represents the principal balance of $300.0 million less capitalized debt issuance costs of $4.8 million. In accordance with the applicable accounting guidance related to the classification of capitalized debt issuance costs, these deferred financing costs related to our Convertible Notes, 2022 Notes, and 2025 Notes are presented as a direct deduction from the carrying amount of the related debt liabilities. (4) The notable increase in the Managed services and processing, net ATM machine count in 2015 is primarily attributable to the July 1, 2015 acquisition of CDS and the incremental number of transacting ATMs for which CDS provides processing services. . ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward- looking statements that are based on management’s current expectations, estimates, and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements. Known material factors that could cause actual results to differ materially from those in the forward-looking statements are those described in Part I. Item 1A. Risk Factors of this 2017 Form 10-K. Additionally, you should read the following discussion together with the consolidated financial statements and the related notes included in Item 8. Financial Statements and Supplementary Data.

Strategic Outlook

Over the past several years, we have expanded our operations and the capabilities and service offerings of our ATMs through strategic acquisitions and investments, continued to deploy ATMs in high-traffic locations under contracts with well-known retailers, and expanded our relationships with leading financial institutions through the growth of Allpoint, our surcharge-free ATM network and our bank-branding programs. We intend to further expand our ATM capabilities and service offerings to financial institutions, as we are seeing increasing interest from financial institutions for outsourcing of ATM-related services due to our cost efficiency advantages and higher service levels, as well as the role that our ATMs can play in maintaining financial institutions physical presence for their customers as they reduce their physical branches.

We have completed several acquisitions in the last six years, including, but not limited to: (i) eight U.S. and Canada based ATM operators, expanding our ATMs in both multi-unit regional retail chains and individual merchant ATM locations in North America, (ii) Cardpoint Limited (“Cardpoint”) in August 2013, which further expanded our U.K. ATM operations and allowed us to enter into the German market, (iii) Sunwin in November 2014, which further expanded our cash-in-transit and maintenance servicing capabilities in the U.K. and allowed us to acquire and operate ATMs located at Co-op Food stores, (iv) DCPayments in January 2017, a leading ATM operator with operations in Australia, New Zealand, Canada, the U.K., and Mexico, (v) Spark in January 2017, an independent ATM deployer operating in South Africa, and (vi) various other less significant ATM asset and contract acquisitions. In addition to these ATM acquisitions, we have also made strategic acquisitions including: (i) i-design in March 2013, a Scotland- based provider and developer of marketing and advertising software and services for ATM operators, and (ii) CDS in July 2015, a leading independent transaction processor for ATM deployers and payment card issuers in the U.S., providing solutions to ATM sales and service organizations and financial institutions.

While we will continue to explore potential acquisition opportunities in the future as a way to grow our business, we also expect to continue expanding our ATM footprint organically, and launching new products and services that will allow us to further leverage our existing ATM network. We see opportunities to expand our operations through the following efforts:

 increasing the number of deployed ATMs with existing and new merchant relationships;  expanding our relationships with leading financial institutions;  working with non-traditional financial institutions and card issuers to further leverage our extensive ATM network;  increasing transaction levels at our existing locations;  developing and providing additional services at our existing ATMs;  pursuing additional managed services opportunities; and  pursuing international growth opportunities.

For additional information related to each of our strategic points above, see Part I. Item 1. Business - Our Strategy.

Developing Trends and Recent Events

Reduction of physical branches by financial institutions in the U.S., the U.K., and other geographies. Due primarily to the expansion of services available through digital channels, such as online and mobile, and financial institution customers’ preferences towards these digital channels, many financial institutions have been de- emphasizing traditional physical branches. This trend toward shifting more customer transactions to online and ATMs has helped financial institutions lower their operating costs. As a result, many banks have been reducing the number of physical branches they operate. However, financial institution customers still consider convenient access to ATMs to be an important criteria for maintaining an account with a particular financial institution. The closing of physical branches generally results in a removal of the ATMs that were at the closed branch locations and may create a void in physical presence for that financial institution. This creates an opportunity for us to provide the financial institution’s customers with convenient access to ATMs and to work with the financial institutions to preserve branded or unbranded physical points of presence through our ATM network.

and deposits. We believe that there are opportunities for a large non-bank ATM owner/operator, such as ourselves, to provide additional financial services to customers, such as bill payments, check cashing, remote deposit capture, money transfers, and stored-value debit card reload services. These additional automated consumer financial services could result in additional revenue streams for us and could ultimately result in increased profitability. However, they would require additional capital expenditures on our part to offer these services more broadly and would increase regulatory compliance activities.

Increase in usage of stored-value debit cards. In the U.S., we have seen a proliferation in the issuance and acceptance of stored-value debit cards as a means for consumers to access their cash and make routine retail purchases over the past ten years. Based on published studies, the value loaded on stored-value debit cards such as open loop network-branded money and financial services cards, payroll and benefit cards, and social security cards is expected to continue to increase in the next few years.

Growth in other markets. In most regions of the world, ATMs are less common than in the U.S. and the U.K. We believe the ATM industry will grow faster in certain international markets, as the number of ATMs per capita in those markets increases and begins to approach the levels in the U.S. and the U.K. We believe there is further growth potential for non-branch ATMs in the other geographic markets in which we operate, including Germany, which we entered into during 2013 through the Cardpoint acquisition.

seek additional partnerships with financial institutions to implement bank-branding and other financial services, similar to our bank-branding and surcharge-free strategy in the U.S.

 Mexico. There are approximately 48,000 ATMs operating in Mexico, most of which were owned by national and regional financial institutions. Due to a series of governmental and network regulations that have been mostly detrimental to us, together with increased theft attempts on our ATMs in this market, we slowed our expansion in this market in recent years. However, we increased our operations in Mexico through the DCPayments acquisition in January 2017 and remain poised and able to selectively pursue opportunities with retailers and financial institutions in the region, and believe there are currently opportunities to grow this business profitability.

 Ireland and Spain. In April 2016, we entered the Ireland market, and in October 2016, we launched our business in Spain, joining a top Spain ATM network and signing agreements to provide ATMs at multiple retail chains. On a combined basis these markets have approximately 55,000 ATMs, of which we currently operate a very small portion. We plan to continue to grow in these markets through additional merchant and financial institution relationships.   Australia and New Zealand. In January 2017, in connection with our acquisition of DCPayments, we obtained operations in Australia and New Zealand, and now are the largest independent ATM operator in Australia. We currently operate approximately 10,000 ATMs in Australia and New Zealand and estimate the total market is comprised of approximately 36,000 ATMs. Recently, we have generally seen same-unit transaction declines in this market, which may, in the near term be amplified by recent actions taken by major banks in Australia. For further information regarding this action, see Australia market changes and asset impairment below. However, we believe there are opportunities for longer-term growth in Australia, which would likely include expansion of services to financial institutions in that market.   South Africa. In January 2017, in connection with our acquisition of Spark, we obtained operations in South Africa. Spark is a leading independent ATM deployer in South Africa and we expect to expand in this market with retailers and financial institutions. We operate approximately 3,000 ATMs in South Africa and estimate that this market has approximately 32,000 ATMs in total.

Decrease in interchange rates. The interchange rates paid to independent ATM deployers, such as ourselves, are in some cases set by the various EFT networks and major interbank networks through which the transactions conducted on our ATMs are routed. In past years, certain networks have reduced the net interchange rates paid to ATM deployers for ATM transactions in the U.S. routed across their debit networks through a combination of reducing the transaction rates charged to financial institutions and higher per transaction fees charged by the networks to ATM operators. In addition to the impact of the net interchange rate decrease, we saw certain financial institutions migrate their volume away from some networks to take advantage of the lower pricing offered by other networks, resulting in lower net interchange rates per transaction to us. If financial institutions move to take further advantage of lower interchange rates, or if networks reduce the interchange rates they currently pay to ATM deployers or increase their network fees, our future revenues and gross profits could be negatively impacted. We have taken measures to mitigate our exposure to interchange rate reductions by networks, including, but not limited to: (i) where possible, routing transactions through a preferred network such as the Allpoint network, where we have influence over the per transaction rate, (ii) negotiating directly with our financial institution partners for contractual interchange rates on transactions involving their customers, (iii) developing contractual protection from such rate changes in our agreements with merchants and financial institution partners, and (iv) negotiating pricing directly with certain networks. As of December 31, 2017, approximately 4% of our total ATM operating revenues were subject to pricing changes by U.S. networks over which

we currently have limited influence or where we have no ability to offset pricing changes through lower payments to merchants.

Interchange rates in the U.K. are primarily set by LINK, the U.K.’s major interbank network. LINK has historically set these rates annually using a cost-based methodology that incorporates ATM service costs from two years back (i.e., operating costs from 2015 are considered for determining the 2017 interchange rate). In addition to LINK transactions, certain card issuers in the U.K. have issued cards that are not affiliated with the LINK network, and instead carry the Visa or MasterCard network brands. Transactions conducted on our ATMs from these cards, which currently represent 2.1% of our annual withdrawal transactions in the U.K., receive interchange fees that are set by Visa or MasterCard, respectively. The interchange rates set by Visa and MasterCard have historically been less than the rates that have been established by LINK. During 2016 and throughout 2017, some of the major financial institutions that participate in LINK expressed concern about the LINK interchange rate and commenced efforts to significantly lower the interchange rate. During 2017, a group of members of LINK (the “Working Group”) worked to develop a new interchange rate setting mechanism. After several months of analysis and discussion, the Working Group was unable to reach a recommended amended approach that was satisfactory to its participants, and as a result of this outcome, along with governance recommendations by the Bank of England, in October 2017, it was decided that an independent board of LINK (“LINK Board”) would recommend interchange rates going forward. On November 1, 2017, the LINK Board announced that it had reached some tentative recommendations, subject to further comment by the LINK members. The LINK Board proposal sought to reduce interchange rates by approximately 5% per year, and in the aggregate, approximately 20% over a four year period, commencing on April 1, 2018. The intention of the LINK Board proposal was for the new interchange rates to apply from April 1, 2018 and to be finalized no later than January 31, 2018, once consultation with the LINK members has concluded.

Accordingly, on January 31, 2018, the new LINK Board, formalized a new process for setting interchange rates. Starting in July 2018, the new LINK Board determined the withdrawal interchange rate will be reduced by 5% from the 2017 rate. From January 1, 2018 through June 30, 2018, the interchange rates will be slightly reduced from the 2017 rates. The new LINK Board has also announced intentions for further potential interchange rate increases (of up to 5% annually) but has stated that a comprehensive cost study and external factors such as interest rates and compliance costs may impact the timing and ultimate magnitude of any further annual rate decreases. We are currently assessing the impact of this recent development on our U.K. business and have taken certain actions and may continue to take additional measures to mitigate the impact of this price reduction and future potential reductions. Mitigating measures include or in the future may include removal of lower profitability sites, terms renegotiations with certain merchants, change certain ATMs to a direct-charge to the consumer model, and other strategies. On an unmitigated basis, we expect this change to adversely impact our U.K. profits by approximately $7 million to $8 million in 2018, compared to 2017, all of which will occur in the latter six months of the year. For additional information related to the developments regarding LINK, see LINK interchange in the U.K. under Developing Trends and Recent Events below and Part I. Item 1A. Risk Factors.

Total U.S. same-store cash withdrawal transactions during the year ended December 31, 2017 decreased 0.3% from the same period of 2016, excluding 7-Eleven locations. The same-store results were impacted by a number of factors throughout the year, and the discrete impact of each factor is difficult to precisely estimate. We believe the growth rate was partially adversely impacted by certain high-traffic locations that were previously branded with a prominent bank brand no longer having a brand, in addition to increased downtime caused by software issues at certain ATMs during the first part of the year. These declines were partially offset by increased Allpoint transactions, as a result of expansion of the number of ATMs in Allpoint and growth in the number of financial institutions participating in Allpoint.

7-Eleven U.S. relationship - The 7-Eleven ATM placement agreement in the U.S. expired in July 2017, and most of the ATM operations in the U.S. have been transitioned to the new service provider as of December 31, 2017. We expect the transition to be complete during the first quarter of 2018. 7-Eleven in the U.S., was the largest merchant customer in our portfolio and comprised approximately 12.5% of our total revenues for the year ended December 31, 2017. We estimate that the incremental gross margin on these revenues was approximately 40% in 2017. The ATMs that remain at 7-Eleven no longer participate in our Allpoint network and no longer to carry the Citibank brand. For additional information related to 7-Eleven, see Part I. Item 1A. Risk Factors.

Withdrawal transaction and revenue trends - U.K. The majority of our ATMs in the U.K. are free-to-use ATMs, meaning the transaction is free to the consumer and we earn an interchange rate paid by the customer’s bank. We also operate surcharging pay-to-use ATMs. Although we earn less revenue per cash withdrawal transaction on a free-to- use machine, the significantly higher volume of transactions conducted on free-to-use ATMs have generally translated into higher overall revenues. Our same-store cash withdrawal transactions in the U.K. decreased approximately 4% in 2017, which we believe was in part adversely impacted by changes in consumer behavior, conducting more tap-and- pay transactions for small payments at retailers.

Australia market changes and asset impairment. In late September 2017, Australia’s four largest banks, CBA, ANZ, Westpac, and NAB, each independently announced decisions to remove all direct charges to all users on domestic ATM transactions completed at their respective ATM networks effectively creating a free-to-use network of ATM terminals that did not exist previously. Collectively these four banks account for approximately one third of the total ATMs in Australia. CBA removed the direct charges in late September, with Westpac, ANZ, and NAB removing direct charges during the first part of October 2017. As a result of this change in the market in Australia, we expect that our business in this market will likely be adversely impacted. Prior to this action, we were generally experiencing average same-unit transaction percentage declines in the high single-digits across our fleet. For the year ended December 31, 2017, the Australia & New Zealand reporting segment generated $133 million, in total revenues, of which $108 million, was surcharge revenue. Adjusted EBITDA for the year ended December 31, 2017 for the Australia & New Zealand reporting segment was $27 million.

cardholder’s issuing bank ATM network. There currently is no broad interchange arrangement in Australia between card issuers and ATM operators to compensate the ATM operator for its service to a financial institution’s cardholder in absence of the direct charge being levied to the cardholders. During the year ended December 31, 2017, more than 80% of the Company’s revenues in Australia were sourced from direct charges paid by cardholders. The recent actions by the largest banks in Australia have resulted in a significant increase in the availability of free-to-use ATMs to Australian users and while we are working on developing strategies to react to this unexpected market shift, we believe our revenues and profits in Australia will decline in the near-term. While the initial impact we have experienced has been somewhat limited, the impact of this action could increase over time as customers’ behavior patterns change as a result of the introduction of a free-to-use network in Australia that did not exist previously.

During the three months ended September 30, 2017 these developments were identified to be an indicator of impairment of our Australia & New Zealand reporting unit and related long-lived assets. Upon further assessment and analysis of the potential impact of these developments, we determined that the fair value of the Australia & New Zealand reporting unit had fallen below its carrying value and determined that the long-lived assets held by Australia & New Zealand were not recoverable via their undiscounted cash flows, an indication of impairment. As a result, during September 2017, we recorded impairments of goodwill, other intangible assets, and other long-lived assets of $140.0 million, $54.5 million, and $19.0 million, respectively. We also recorded a charge of $2.5 million to adjust certain inventory to its estimated net realizable value. These non-cash charges have been reflected in the Goodwill and intangible asset impairment and Loss (gain) on disposal and impairment of assets line items in our accompanying Consolidated Statements of Operations. For additional information related to this unexpected market shift in Australia and the resulting impairment assessment, see Item 8. Financial Statements and Supplementary Data, Note 1. Basis of Presentation and Summary of Significant Accounting Policies– (m) Goodwill.

Poland operations. During the fourth quarter of 2017, we ceased operating in Poland and recognized costs to wind down the operations largely consisting of contract termination costs related to our merchant, bank sponsorship, lease and other agreements as well as employee severance costs and charges for asset disposals. During the year ended December 31, 2017 Poland contributed less than 1% of our consolidated ATM operating revenues.

Alternative payment options. We face indirect competition from alternative payment options, including card- based and mobile phone-based contactless payment technology in all of our markets. Australia and the U.K. have reported increasing rates of contactless payment use. Prior to our acquisition of DCPayments and since our ownership of the Australian component of the business, we have observed declines in transactions at Australian ATMs, as cash- based payments have declined as a percentage of total payments in recent years, with growth in contactless payments appearing to be the primary driver of the decline.

Europay, MasterCard, Visa (“EMV”) security standard and software upgrades in the U.S. The EMV security standard provides for the security and processing of information contained on microchips embedded in certain debit and credit cards, known as “chip cards.” In October 2016, MasterCard commenced a liability shift for U.S. ATM transactions on EMV-issued cards used at non-EMV compliant ATMs in the U.S. Similarly, in October 2017, Visa commenced a liability shift for all transaction types on all EMV-issued cards in the U.S. In response, we upgraded or replaced nearly all of our U.S. Company-owned ATMs to deploy additional software to enable additional functionality, enhance security features, and enable the EMV security standard. Due to the significant operational challenges of enabling EMV and other hardware and software enhancements across the majority of our U.S. ATMs, which comprises many types and models of ATMs, together with potential compatibility issues with various processing platforms, we experienced increased downtime at our U.S. ATMs during the first part of 2017. As a result of this downtime, we suffered lost revenues and incurred penalties with certain of our contracts during the first part of 2017. We have also incurred increased charges from networks associated with actual or potentially fraudulent transactions, as we are liable for fraudulent transactions on the MasterCard network and other networks that have adopted the EMV security standard if our ATM was not EMV compliant at the time of the transaction, and any fraudulent transactions were processed. As of December 31, 2017, nearly all of our U.S. Company-owned ATMs were enabled to meet the EMV security standard.

Capital investments. Our capital spending in 2017 included expenditures related to the EMV upgrade requirements, coupled with other factors, including: (i) our strategic initiatives to enhance the consumer experience at 82

our ATMs and drive transaction growth, (ii) a significant number of recent long-term renewals of existing merchant contracts, (iii) certain software and hardware enhancements required to facilitate our strategic initiatives, enhance security, and to continue running supported versions, (iv) other compliance related matters including polymer note introductions, and (v) growth opportunities across our enterprise. We expect a decrease in our capital spending in 2018 from what we incurred in 2016 and 2017.

U.K. planned exit from the European Union (“Brexit”). On March 29, 2017, the U.K. government officially triggered Article 50 of the Treaty on the European Union, which commenced the process for the U.K. to exit the European Union. The ultimate impact of Brexit on our business is unknown; however, one noticeable impact was a substantial devaluation of the British pound relative to the U.S. dollar, leading up to and after the Brexit decision announcement in June 2016. As a result, our reported financial results (in U.S. dollars) were adversely impacted during the year ended December 31, 2017 compared to the same period of 2016. Recently, however, the British pound has recovered value against the U.S. dollar. The U.K. is scheduled to exit the European Union on March 29, 2019.

Redomicile to the U.K. On July 1, 2016, the Cardtronics group of companies changed the location of incorporation of the parent company from Delaware to the U.K. Cardtronics plc, a public limited company organized under English law (“Cardtronics plc”), became the new publicly traded corporate parent of the Cardtronics group of companies following the completion of the merger between Cardtronics, Inc., a Delaware corporation (“Cardtronics Delaware”) and one of its subsidiaries (the “Merger”). The Merger was completed pursuant to the Agreement and Plan of Merger, dated April 27, 2016, the adoption of which was approved by Cardtronics Delaware’s shareholders on June 28, 2016 (collectively, the “Redomicile Transaction”).

Restructuring Expenses. During 2017, we initiated a global corporate reorganization and cost reduction initiative (the “Restructuring Plan”), intended to improve our cost structure and operating efficiency. The Restructuring Plan included workforce reductions, facilities closures, contract terminations, and other cost reduction measures. During the year ended December 31, 2017, we incurred $10.4 million of pre-tax expenses related to our Restructuring Plan, including the costs incurred to close our Poland operations.

U.K. regulatory approval of the DCPayments acquisition. On September 22, 2017, we were notified by the U.K. Competition and Markets Authority (the “CMA”) that the merger of the DCPayments U.K. business with our existing U.K. operations was approved. Prior to the CMA approval, the DCPayments U.K. business operated separately from our existing U.K. operations. Since the CMA approval, we have begun the process of integrating our existing U.K. operations with the DCPayments U.K. operations and expect to realize operational benefits during 2018 as a result of the combination.

Next generation bank note upgrade in Australia. Next generation bank notes are in the process of being introduced by the Reserve Bank of Australia. The new $5 note was introduced on September 1, 2016, and the new $50 note, the most widely disseminated note in Australia, is scheduled to take place on September 1, 2018, with the new $20 note to follow on a date to be determined. The introduction of these next generation bank notes requires upgrades to software and physical ATM components on our ATMs in Australia, which were evaluated in the impairment considerations discussed above and which we expect will likely cause some limited downtime for the affected ATMs during the latter part of 2018.

U.S. Tax Reform. On December 22, 2017, House of Representatives 1 (“H.R. 1”), originally known as the Tax Cuts and Jobs Act (“U.S. Tax Reform”) was enacted and signed into legislation. Under U.S. GAAP, the effects of changes in tax rates and laws are recognized in the period in which the new legislation is enacted. As a result of this legislation, during the three months ended December 31, 2017, we provisionally recognized one-time net tax benefits totaling $11.6 million. This amount included an estimated one-time tax benefit of $19.4 million due to the re- measurement of our net deferred tax liabilities, primarily related to the change in the U.S. federal corporate income 83

tax rate from 35% to 21%. Partially offsetting this non-cash book tax benefit, we recognized an estimated one-time tax expense of $7.8 million on our accumulated undistributed foreign earnings pertaining to foreign operations under our U.S. business, which we will elect to pay over an eight-year period. We continue to evaluate the impact of the U.S. Tax Reform on our business. There are many elements of the U.S. Tax Reform that will impact our business. In the near term, due primarily to limitations on the amount of interest expense a U.S. company can deduct, we expect the net impact of this reform to increase our consolidated reported effective tax rate.

Acquisitions. On January 6, 2017, we completed the acquisition of DCPayments, a leading operator of approximately 25,000 ATMs with operations in Australia, New Zealand, Canada, the U.K., and Mexico. In connection with the closing of the acquisition, each DCPayments common share was acquired for Canadian Dollars $19.00 in cash per common share, and we also repaid the outstanding third-party indebtedness of DCPayments, the combined aggregate of which represented a total transaction value of approximately $658 million Canadian Dollars (approximately $495 million U.S. dollars).

On January 31, 2017, we completed the acquisition of Spark, an independent ATM deployer in South Africa, with a growing network of approximately 2,300 ATMs. The agreed purchase consideration included initial cash consideration, paid at closing, and potential additional contingent consideration. The additional purchase consideration is contingent upon Spark achieving certain agreed upon earnings targets in 2019 and 2020.

For additional information related to the acquisitions and divestiture above, see Item 8. Financial Statements and Supplementary Data, Note 2. Acquisitions and Divestitures.

Cybersecurity trends. We electronically process and transmit cardholder information as part of our transaction processing services. Companies that process and transmit cardholder information, such as ours, have been specifically and increasingly targeted in recent years by sophisticated criminal organizations in an effort to obtain information and utilize it for fraudulent transactions, and the risk of unauthorized circumvention has been heightened by advances in computer capabilities and increasing sophistication of hackers. The Company takes a risk-based approach to cybersecurity and in recognition of the growing threat within our industry and the general market place, we proactively make strategic investments in our security infrastructure, technical and procedural controls, and regulatory compliance activities. We also apply the knowledge gained through industry and government organizations to continuously improve our technology, processes and services to detect, mitigate and protect our information. Cybersecurity and the effectiveness of the Company’s cybersecurity strategy are regular topics of discussion at Board meetings. We expect to continue to focus attention and resources on our security protection protocols, including repairing any system damage and deploying additional personnel, as well as protecting against any potential reputational harm. The cost to remediate any damages to our information technology systems suffered as a result of a cyber-attack could be significant. For further discussion of the risks we face in connection with growing cybersecurity trends, see Item 1A. Risk Factors - Security breaches, including the occurrence of a cyber-incident or a deficiency in our cybersecurity, could harm our business by compromising merchant and cardholder information and disrupting our transaction processing services, thus damaging our relationships with our merchant customers, business partners, and generally exposing us to liability; Computer viruses or unauthorized software (malware) could harm our business by disrupting or disabling our transaction processing services, causing noncompliance with network rules, damaging our relationships with our merchant and financial institution customers, and damaging our reputation causing a decrease in transactions by individual cardholders; and Regulatory, legislative or self-regulatory/standard developments regarding privacy and data security matters could adversely affect our ability to conduct our business.

Factors Impacting Comparability Between Periods

 Foreign currency exchange rates. Our reported financial results are subject to fluctuations in foreign currency exchange rates. We estimate that the year-over-year strengthening in the U.S. dollar relative to the currencies in the markets in which we operate caused our reported total revenues to be lower by approximately $15.7 million, or 1.0%, for the year ended December 31, 2017.   Acquisitions and divestitures. The results of operations for any acquired entities during a particular year have been included in our consolidated financial statements for that year since the respective 84

dates of acquisition. Similarly, the results of operations for any divested operations have been excluded from our consolidated financial statements since the dates of divestiture.

 7-Eleven ATM removal. As discussed above, 7-Eleven in the U.S. accounted for approximately 12.5% of our total revenues during the year ended December 31, 2017. The 7-Eleven ATM placement agreement in the U.S. expired in July 2017, and most of the ATM operations in the U.S. have been transitioned to the new service provider as of December 31, 2017. We expect the transition to be complete during the first quarter of 2018.

Components of Revenues, Cost of Revenues, and Expenses

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 as a result of (i) the acquisitions we have completed, (ii) unit expansion with our customer base, (iii) acquisition of new merchant relationships, (iv) expansion of our bank- branding programs, (v) the growth of our Allpoint network, (vi) fee increases at certain locations, and (vii) introduction of new services, such as dynamic currency conversion.

 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. Surcharge fees will also vary depending upon the competitive landscape at newly-deployed ATMs, the roll-out of additional bank-branding arrangements, and future negotiations with existing merchant partners. 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 ATMs owned and primarily operated by the merchant, we do not receive any portion of the surcharge but rather the entire fee is earned by the merchant. In the U.K., ATM operators must either operate ATMs on a free-to-use (surcharge-free) or on a pay-to-use (surcharging) basis. On free-to-use ATMs in the U.K., we only earn interchange revenue on withdrawal and other transactions, such as balance inquiries. These fees are paid to us by the cardholder’s financial institution. On our pay-to-use ATMs, we only earn a surcharge fee on withdrawal transactions and no interchange is paid to us by the cardholder’s financial institution, except for non-cash withdrawal transactions, such as balance inquiries, for which interchange is paid to us by the cardholder’s financial institution. In Germany, we collect a surcharge fee on withdrawal transactions but generally do not receive interchange revenue. In Mexico, surcharge fees are generally similar to those charged in the U.S., except for ATMs that dispense U.S. dollars, where we charge an additional foreign currency exchange convenience fee. In Canada, surcharge fees are comparable to those charged in the U.S. and we also earn an interchange fee that is paid to us by the cardholder’s financial institution. As a result of our 2017 acquisitions, we now earn surcharge fees in Australia and New Zealand.

 Bank-branding and surcharge-free network revenues. Under a bank-branding arrangement, ATMs that are owned and operated by us are branded with the logo of the branding financial institution. The financial institution’s customers have access to use those bank-branded ATMs without paying a surcharge fee, and in exchange for the value associated with displaying the brand and providing surcharge-free access to their cardholders, the financial institution typically pays us a monthly per ATM fee. Historically, this type of bank- branding arrangement has resulted in an increase in transaction levels at bank-branded ATMs, as existing customers continue to use the ATMs and cardholders of the branding financial institution are attracted by the service. Additionally, although we forego the surcharge fee on transactions by the branding financial institution’s customers, we continue to earn interchange fees on those transactions, together with the monthly bank-branding fee, and sometimes experience an increase in surcharge-bearing transactions from customers who are not cardholders of the branding financial institution but prefer to use the bank-branded ATM. In some instances, we have branded an ATM with more than one financial institution. Doing this has allowed us to serve more cardholders on a surcharge-free basis, and in doing so, drive more traffic to our retail sites. Based on these factors, we believe a bank-branding arrangement can substantially increase the profitability of an ATM versus operating the same machine without a consumer brand. Fees paid for bank-branding vary widely within our industry, as well as within our own operations, depending on the ATM location, financial institutions operating in the area, and other factors. Regardless, we typically set bank-branding fees at levels that more than offset our anticipated lost surcharge revenue.   Under the Allpoint network, financial institutions that participate in the network pay us either a fixed monthly fee per cardholder or a fixed fee per transaction in exchange for us providing their cardholders with surcharge-free ATM access to our large network of ATMs. These fees are meant to compensate us for the lack of surcharge revenues. Although we forego surcharge revenues on those transactions, we continue to earn interchange revenues at a per transaction rate that is usually set by Allpoint. Allpoint also works with financial institutions that manage stored-value debit card programs on behalf of corporate entities and governmental agencies, including general purpose, payroll, and EBT cards. Under these programs, the issuing financial institutions pay Allpoint a fee per issued stored-value debit card or per transaction in return for allowing the users of those cards surcharge-free access to the Allpoint’s participating ATM network.   The interchange fees paid to us by both our bank-branding and Allpoint customers are earned on a per transaction basis and are included within the interchange revenue category.

typically receive a fixed management fee per ATM and/or a fixed fee per transaction in return for providing agreed-upon service or suite of services. Managed services arrangements allow our customers to have greater flexibility to control the profitability per ATM by managing the surcharge fee. For financial institutions, we have recently expanded our services and now provide managed service solutions for both their on-branch and off-branch ATMs. Currently, we offer managed services in the U.S., Canada, and Australia.

 Other revenue. In addition to the above, we also earn ATM operating revenues from transaction processing for third party ATM operators, advertising revenues, professional services, and other fees. The Company typically recognizes these revenues as the services are provided and the revenues earned.

The following table presents the components of our total ATM operating revenues:

Year Ended December 31, 2017 2016 2015 Surcharge revenue 45.7 % 40.1 % 40.9 % Interchange revenue 32.7 37.3 37.3 Bank-branding and surcharge-free network revenues 13.2 15.7 15.3 Other revenues, including managed services 8.4 6.9 6.5 Total ATM operating revenues 100.0 % 100.0 % 100.0 %

ATM product sales and other revenues. We present revenues from the sale of ATMs and ATM-related equipment and other non-transaction-based revenues in the ATM product sales and other revenues line item in the accompanying Consolidated Statements of Operations. These revenues consist primarily of sales of ATMs and ATM-related equipment to merchants operating under merchant-owned arrangements, as well as sales under our value-added reseller (“VAR”) program with NCR. Under our VAR program, we primarily sell ATMs to associate VARs who in turn resell the ATMs to various financial institutions throughout the U.S. in territories authorized by the equipment manufacturer. We expect to continue to derive a portion of our revenues from sales of ATMs and ATM-related equipment in the future.

Cost of Revenues

Our cost of revenues primarily consist of the costs directly associated with the transactions completed on our network of ATMs. These costs include merchant commissions, vault cash rental expense, other cost of cash, repairs and maintenance expense, communications expense, transaction processing fees, and direct operations expense. To a lesser extent, cost of revenues also includes those costs associated with the sales of ATMs and ATM-related equipment and providing certain services to third parties. The following is a description of our primary cost of revenues categories:

 Merchant commissions. We pay our merchants a fee for allowing us an exclusive right to place our ATM at their location. That fee amount depends on a variety of factors, including the type of arrangement under which the ATM is placed, the type of location, and the number of transactions on that ATM.

 Vault cash rental expense. We pay monthly fees to our vault cash providers for renting the vault cash that is maintained in our ATMs. The fees we pay under our arrangements with our vault cash providers are based on market rates of interest; therefore, changes in the general level of interest rates affect our cost of cash. In order to limit our exposure to increases in interest rates, we have entered into a number of interest rate swap contracts of varying notional amounts through 2022 for our U.S. and U.K. current and anticipated outstanding vault cash rental obligations.

 Other costs of cash. Other costs of cash includes all costs associated with the provision of cash for our ATMs except for vault cash rental expense, including third-party armored courier services, cash insurance,

reconciliation of ATM cash balances, associated wire fees, and other costs. This category excludes the cost of our wholly-owned armored courier operation in the U.K., as those costs are reported in the Other expenses line item described below.

 Repairs and maintenance. Depending on the type of arrangement with the merchant, we may be responsible for first and/or second line maintenance for the ATM. In most of our markets, we generally use third-parties with national operations to provide these services. In the U.K., Australia, Canada, and South Africa, we maintain in-house technicians to service our ATMs, and those costs are reported in the Other expenses line item described below.

 Communications. Under our Company-owned arrangements, we are usually responsible for the expenses associated with providing telecommunications capabilities to the ATMs, allowing them to connect with the applicable EFT networks.

 Transaction processing. We own and operate EFT transaction processing platforms, through which the majority of our ATMs are driven and monitored. We also utilize third-party processors to gateway certain transactions to the EFT networks for authorization by the cardholders’ financial institutions and to settle transactions. As a result of our past acquisitions, we have inherited transaction processing contracts with certain third-party providers that have varying lengths of remaining contractual terms. Over the next couple of years, we plan to convert the majority of our ATMs currently operating under these contracts to our own EFT transaction processing platforms.

 Other expenses. Other expenses primarily consist of direct operations expenses, which are costs associated with managing our ATM network, including expenses for monitoring the ATMs, program managers, technicians, cash ordering and forecasting personnel, cash-in-transit and maintenance engineers (principally in the U.K., Canada, and Australia), and customer service representatives.

 Cost of ATM product sales. In connection with the sale of ATM and ATM-related equipment to merchants and distributors, we incur costs associated with purchasing the ATM equipment from manufacturers, as well as delivery and installation expenses. Additionally, this category includes costs related to providing maintenance services to third-party customers in the U.K.

The following table presents the components of our total cost of ATM operating revenues:

Year Ended December 31, 2017 2016 2015 Merchant commissions 50.3 % 47.3 % 47.7 % Vault cash rental 8.1 9.3 9.6 Other costs of cash 10.0 10.3 9.9 Repairs and maintenance 8.7 9.7 9.6 Communications 4.0 4.1 4.3 Transaction processing 2.4 2.1 2.1 Stock-based compensation 0.1 0.1 0.2 Employee costs 8.4 8.7 9.6 Other expenses 8.0 8.4 7.0 Total cost of ATM operating revenues 100.0 % 100.0 % 100.0 %

We define variable costs as those that vary based on transaction levels. The majority of Merchant commissions, Vault cash rental expense, and Other costs of cash fall under this category. The other categories of Cost of ATM operating revenues are mostly fixed in nature, meaning that any significant decrease in transaction volumes would lead to a decrease in the profitability of our operations, unless there was an offsetting increase in per transaction revenues or decrease in our fixed costs. Although the majority of our operating costs are variable in nature, an increase in transaction volumes may lead to an increase in the profitability of our operations due to the economies of scale obtained through increased leveraging of our fixed costs and incremental preferential pricing obtained from our vendors. We exclude depreciation, accretion, and amortization of intangible assets related to ATMs and ATM-related assets from our Cost of ATM operating revenues line item in the accompanying Consolidated Statements of Operations.

The profitability of any particular location, and of our entire ATM operation, is attributable a combination of surcharge, interchange, bank-branding and surcharge-free network revenues, and managed services revenues, as well as the level of our related costs. Accordingly, material changes in our surcharge or interchange revenues may be offset and in some cases more than offset by bank-branding revenues, surcharge-free network fees, managed services revenues or other ancillary revenues, or by changes in our cost structure.

Other operating expenses

Our Other operating expenses include selling, general, and administrative expenses related to salaries, benefits, advertising and marketing, professional services, and overhead. Acquisition and divestiture-related expenses, redomicile-related expenses, restructuring expenses, depreciation and accretion of the ATMs, ATM-related assets, and other assets that we own, amortization of our acquired merchant and bank-branding contracts/relationships, and other amortizable intangible assets are also components of our Other operating expenses. We depreciate our ATMs and ATM-related equipment on a straight-line basis over the estimated life of such equipment and amortize the value of acquired intangible assets over the estimated lives of such assets.

Results of Operations

The following table reflects line items from the accompanying Consolidated Statements of Operations as a percentage of total revenues for the periods indicated. Percentages may not add due to rounding.

Year Ended December 31, 2017 2016 2015 Revenues: ATM operating revenues $ 1,451,372 96.3 % $ 1,212,863 95.9 % $ 1,134,021 94.5 % ATM product sales and other revenues 56,227 3.7 52,501 4.1 66,280 5.5 Total revenues 1,507,599 100.0 1, 265,364 100.0 1,200,301 100.0 Cost of revenues: Cost of ATM operating revenues (excludes depreciation, accretion, and amortization of intangible assets reported separately below. See Note 1(d)) 951,670 63.1 768,200 60.7 720,925 60.1 Cost of ATM product sales and other revenues 47,450 3.1 45,887 3.6 62,012 5.2 Total cost of revenues 999,120 66.3 814,087 64.3 782,937 65.2 Operating expenses: Selling, general, and administrative expenses 174,237 11.6 153,782 12.2 140,501 11.7 Redomicile-related expenses 782 0.1 13,747 1.1 — — Restructuring expenses 10,354 0.7 — — — — Acquisition and divestiture-related expenses 18,917 1.3 9,513 0.8 27,127 2.3 Goodwill and intangible asset impairment 194,521 12.9 — — — — Depreciation and accretion expense 122,036 8.1 90,953 7.2 85,030 7.1 Amortization of intangible assets 57,866 3.8 36,822 2.9 38,799 3.2 Loss (gain) on disposal and impairment of assets 33,275 2.2 81 — (14,010) (1.2) Total operating expenses 611,988 40.6 304,898 24.1 277,447 23.1 (Loss) income from operations (103,509) (6.9) 146,379 11.6 139,917 11.7 Other expense: Interest expense, net 35,036 2.3 17,360 1.4 19,451 1.6 Amortization of deferred financing costs and note discount 12,574 0.8 11,529 0.9 11,363 0.9 Other expense (income) 3,524 0.2 2,958 0.2 3,780 0.3 Total other expense 51,134 3.4 31,847 2.5 34,594 2.9 (Loss) income before income taxes (154,643) (10.3) 114,532 9.1 105,323 8.8 Income tax (benefit) expense (9,292) (0.6) 26,622 2.1 39,342 3.3 Net (loss) income (145,351) (9.6) 87,910 6.9 65,981 5.5 Net (loss) income attributable to noncontrolling interests (1) — (81) — (1,099) (0.1) Net (loss) income attributable to controlling interests and available to common shareholders $ (145,350) (9.6) % $ 87,991 7.0 % $ 67,080 5.6 %

(1) Excludes effects of depreciation, accretion, and amortization of intangible assets of $148.0 million, $107.5 million, and $103.5 million for the years ended December 31, 2017, 2016, and 2015, respectively. See Item 8. Financial Statements and Supplementary Data, Note 1. Basis of Presentation and Summary of Significant Accounting Policies - (d) Cost of ATM Operating Revenues Presentation. The inclusion of this depreciation, accretion, and amortization of intangible assets in Cost of ATM operating revenues would have increased our Cost of ATM operating revenues as a percentage of total revenues by 9.8%, 8.5%, and 8.6% for the years ended December 31, 2017, 2016, and 2015, respectively. (2) Includes share-based compensation expense of $13.9 million, $20.6 million, and $18.2 million for the years ended December 31, 2017, 2016, and 2015, respectively. .

Key Operating Metrics

The following table reflects certain key measures that management uses to gauge our operating performance for the periods indicated, including the effect of the acquisitions:

Year Ended December 31, 2017 % Change 2016

Average number of transacting ATMs: North America 51,472 13.6 % 45,311 Europe & Africa 25,678 47.2 17,445 Australia & New Zealand 8,752 n/m — Total Company-owned 85,902 36.9 62,756 North America (1) 15,141 (2.8) 15,575 Europe & Africa 616 n/m — Australia & New Zealand 103 n/m — Total Merchant-owned 15,860 1.8 15,575 Average number of transacting ATMs – ATM operations 101,762 29.9 78,331

Managed Services and Processing: North America 130,687 8.8 120,119 Australia & New Zealand 1,883 n/m — Average number of transacting ATMs – Managed services and processing 132,570 10.4 120,119

Total average number of transacting ATMs 234,332 18.1 198,450

Total transactions (in thousands): ATM operations 1,495,586 10.1 1,358,409 Managed services and processing, net 1,057,999 51.2 699,681 Total transactions 2,553,585 24.1 2,058,090

Total cash withdrawal transactions (in thousands): ATM operations 956,919 12.8 848,394

Per ATM per month amounts (excludes managed services and processing): Cash withdrawal transactions 784 (13.2) 903

ATM operating revenues (2) $ 1,107 (9.3) $ 1,221 Cost of ATM operating revenues (2)(3) 739 (4.9) 777 ATM adjusted operating gross profit (2) (3) $ 368 (17.1) % $ 444

ATM adjusted operating gross profit margin (2) (3) 33.2 % 36.4 %

(4) Certain ATMs previously reported in this category are now included in the United States: Managed services and processing and United States: Company-owned categories. (5) ATM operating revenues and Cost of ATM operating revenues relating to managed services, processing, ATM equipment sales, and other ATM-related services are not included in this calculation. (6) Amounts presented exclude the effect of depreciation, accretion, and amortization of intangible assets, which is presented separately in the accompanying Consolidated Statements of Operations. See Item 8. Financial Statements and Supplementary Data, Note 1. Basis of Presentation and Summary of Significant Accounting Policies - (d) Cost of ATM Operating Revenues Presentation.

The following table reflects certain key measures that management uses to gauge our operating performance for the periods indicated, excluding the effect of the acquisitions:

Year Ended December 31, 2017 % Change 2016

Average number of transacting ATMs: North America 44,330 (2.2) % 45,311 Europe & Africa 18,221 4.4 17,445 Total Company-owned 62,551 (0.3) 62,756 North America (1) 12,216 (21.6) 15,575 Total Merchant-owned 12,216 (21.6) 15,575 Average number of transacting ATMs – ATM operations 74,767 (4.5) 78,331

Managed Services and Processing: North America 129,345 7.7 120,119 Average number of transacting ATMs – Managed services and processing 129,345 7.7 120,119

Total average number of transacting ATMs 204,112 2.9 198,450

Total transactions (in thousands): ATM operations 1,317,111 (3.0) 1,358,409 Managed services and processing, net 690,095 (1.4) 699,681 Total transactions 2,007,206 (2.5) 2,058,090

Total cash withdrawal transactions (in thousands): ATM operations 814,253 (4.0) 848,394

Per ATM per month amounts (excludes managed services and processing): Cash withdrawal transactions 908 0.6 903

ATM operating revenues (2) $ 1,228 0.6 $ 1,221 Cost of ATM operating revenues (2)(3) 798 2.7 777 ATM adjusted operating gross profit (2) (3) $ 430 (3.2) % $ 444

ATM operating gross profit margin (2) (3) 35.0 % 36.4 %

(1) Certain ATMs previously reported in this category are now included in the United States: Managed services and processing and United States: Company-owned categories. (2) ATM operating revenues and Cost of ATM operating revenues relating to managed services, processing, ATM equipment sales, and other ATM-related services are not included in this calculation. (3) Amounts presented exclude the effect of depreciation, accretion, and amortization of intangible assets, which is reported separately in the accompanying Consolidated Statements of Operations. See Item 8. Financial Statements and Supplementary Data, Note 1. Basis of Presentation and Summary of Significant Accounting Policies – (d) Cost of ATM Operating Revenues Presentation. .

Revenues

Year Ended December 31, 2017 % Change 2016 % Change 2015 (In thousands, excluding percentages) North America ATM operating revenues $ 932,962 8.3 % $ 861,339 8.0 % $ 797,809 ATM product sales and other revenues 47,424 0.8 47,058 25.4 37,541 North America total revenues 980,386 7.9 908,397 8.7 835,350 Europe & Africa ATM operating revenues 396,229 9.5 361,967 4.5 346,347 ATM product sales and other revenues 8,603 58.1 5,443 (81.1) 28,739 Europe & Africa total revenues 404,832 10.2 367,410 (2.0) 375,086 Australia & New Zealand ATM operating revenues 132,581 n/m — n/m — ATM product sales and other revenues 331 n/m — n/m — Australia & New Zealand total revenues 132,912 n/m — n/m —

Eliminations (10,531) 0.8 (10,443) 3.0 (10,135)

Total ATM operating revenues 1,451,372 19.7 1,212,863 7.0 1,134,021 Total ATM product sales and other revenues 56,227 7.1 52,501 (20.8) 66,280 Total revenues $ 1,507,599 19.1 % $ 1,265,364 5.4 % $ 1,200,301

ATM operating revenues. ATM operating revenues during the years ended December 31, 2017 and 2016 increased $238.5 million and $78.8 million, respectively, compared to the prior years. The following tables detail, by segment, the changes in the various components of ATM operating revenues for the periods indicated:

Year Ended December 31, 2017 2016 Change % Change (In thousands, excluding percentages) North America Surcharge revenues $ 442,271 $ 383,610 $ 58,661 15.3 % Interchange revenues 197,042 202,462 (5,420) (2.7) Bank-branding and surcharge-free network revenues 191,016 190,206 810 0.4 Managed services revenues 49,727 33,491 16,236 48.5 Other revenues 52,906 51,570 1,336 2.6 North America total ATM operating revenues 932,962 861,339 71,623 8.3 Europe & Africa Surcharge revenues 113,052 102,619 10,433 10.2 Interchange revenues 272,502 250,274 22,228 8.9 Other revenues 10,675 9,074 1,601 17.6 Europe & Africa total ATM operating revenues 396,229 361,967 34,262 9.5 Australia & New Zealand Surcharge revenues 108,224 — 108,224 n/m Interchange revenues 4,416 — 4,416 n/m Bank-branding and surcharge-free network revenues 86 — 86 n/m Managed services revenues 15,024 — 15,024 n/m Other revenues 4,831 — 4,831 n/m Australia & New Zealand total ATM operating revenues 132,581 — 132,581 n/m Eliminations (10,400) (10,443) 43 (0.4) Total ATM operating revenues $ 1,451,372 $ 1,212,863 $ 238,509 19.7 %

Year Ended December 31, 2016 2015 Change % Change

(In thousands, excluding percentages) North America Surcharge revenues $ 383,610 $ 357,549 $ 26,061 7.3 % Interchange revenues 202,462 189,745 12,717 6.7 Bank-branding and surcharge-free network revenues 190,206 172,965 17,241 10.0 Managed services revenues 33,491 34,432 (941) (2.7) Other revenues 51,570 43,118 8,452 19.6 North America total ATM operating revenues 861,339 797,809 63,530 8.0 Europe Surcharge revenues 102,619 106,769 (4,150) (3.9) Interchange revenues 250,274 233,103 17,171 7.4 Other revenues 9,074 6,475 2,599 40.1 Europe total ATM operating revenues 361,967 346,347 15,620 4.5 Eliminations (10,443) (10,135) (308) 3.0 Total ATM operating revenues $ 1,212,863 $ 1,134,021 $ 78,842 7.0

North America. During the year ended December 31, 2017, our ATM operating revenues in our North America operations, which includes our operations in the U.S., Canada, Mexico, and Puerto Rico, increased $71.6 million compared to the prior year. This increase was primarily attributable to higher revenue in Canada and Mexico resulting from the DCPayments acquisition. The revenue increase was partially offset by the loss of 7-Eleven in the U.S. We 94

estimate that the loss of 7-Eleven, beginning in July 2017, negatively impacted ATM operating revenues by approximately $36.7 million, when compared to the same period of the prior year.

During the year ended December 31, 2016, our ATM operating revenues in North America increased $63.5 million compared to the prior year. This increase was primarily attributable to a combination of recent acquisitions and organic growth in the U.S. The increases were driven by (i) surcharge and interchange revenues primarily as a result of an acquisition completed in early 2016, (ii) an increase in bank-branding and surcharge-free network revenues, resulting primarily from the continued growth of participating financial institutions and participation in our Allpoint network, and (iii) slightly higher per transaction surcharge rates. Our Canada and Mexico operations did not contribute appreciably to our revenue growth during the period.

For additional information related to recent trends that have impacted, and may continue to impact, the revenues from our North America operations, see Developing Trends and Recent Events - Withdrawal transaction and revenue trends - U.S. above.

Europe & Africa. During the year ended December 31, 2017, our ATM operating revenues in our Europe & Africa operations, which includes our operations in the U.K., Ireland, Germany, Spain, South Africa, and the recently exited Poland, as well as i-design, increased by $34.3 million compared to the prior year. Our ATM operating revenues would have been higher by approximately $16.1 million, or an additional 4.1%, absent adverse foreign currency exchange rate movements relative to 2016. Excluding the foreign currency exchange rate movements, the increase was primarily attributable to the Spark (South Africa) and DCPayments (the U.K. component of the business) acquisitions, as well as organic ATM operating revenue growth, driven by an increase in the number of transacting ATMs related to recent ATM placement agreements with new merchants, partially offset by lower same-store transactions in the U.K. For additional information related to our constant-currency calculations, see Non-GAAP Financial Measures below.

During the year ended December 31, 2016, our ATM operating revenues in our Europe operations increased by $15.6 million compared to the prior year. The increase was attributable to strong organic ATM operating revenue growth, driven by an increase in the number of transacting ATMs related to recent ATM placement agreements with new merchants, higher interchange rates in the U.K., and to a lesser extent, acquisition related growth. For additional information related to our constant-currency calculations, see Non-GAAP Financial Measures below.

For additional information related to recent trends that have impacted, and may continue to impact, the revenues from our Europe operations, see Developing Trends and Recent Events - Withdrawal transaction and revenue trends - U.K. above.

Australia & New Zealand. During the year ended December 31, 2017, our ATM operating revenues in our Australia & New Zealand segment were $132.6 million, all of which was attributable to the DCPayments acquisition, as we did not previously have operations in Australia or New Zealand. The DCPayments acquisition was completed on January 6, 2017, and our results for the year ended December 31, 2017 reflect the ATM operating revenues from this date.

ATM product sales and other revenues. During the year ended December 31, 2017, our ATM product sales and other revenues increased $3.7 million compared to the prior year. The increase was primarily related to additional equipment sales in our North America and Europe & Africa segments, driven by the DCPayments acquisition and their impact on Canada and the U.K.

During the year ended December 31, 2016, our ATM product sales and other revenues decreased $13.8 million compared to the prior year. This decrease was primarily attributable to our 2015 divestiture of the retail cash-in-transit component of the previously acquired Sunwin business in the U.K., which was included in our 2015 financial results.

Cost of Revenues (exclusive of depreciation, accretion, and amortization of intangible assets)

Year Ended December 31, 2017 % Change 2016 % Change 2015 (In thousands, excluding percentages) North America Cost of ATM operating revenues $ 618,379 13.1 % $ 546,544 10.5 % $ 494,423 Cost of ATM product sales and other revenues 39,775 (12.9) 45,646 21.4 37,590 North America total cost of revenue 658,154 11.1 592,190 11.3 532,013 Europe & Africa Cost of ATM operating revenues 244,647 5.8 231,223 (1.8) 235,467 Cost of ATM product sales and other revenues 5,472 n/m 241 n/m 24,422 Europe & Africa total cost of revenues 250,119 8.1 231,464 (10.9) 259,889 Australia & New Zealand Cost of ATM operating revenues 94,147 n/m — n/m — Cost of ATM product sales and other revenues 2,326 n/m — n/m — Australia & New Zealand total cost of revenues 96,473 n/m — n/m — Corporate Corporate total cost of revenues 1,146 31.0 875 (28.2) 1,218

Eliminations (6,772) (35.1) (10,442) 2.5 (10,184)

Cost of ATM operating revenues 951,670 23.9 768,200 6.6 720,924 Cost of ATM product sales and other revenues 47,450 3.4 45,887 (26.0) 62,012 Total cost of revenues $ 999,120 22.7 % $ 814,087 4.0 % $ 782,936

Cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets). Cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets) for the years ended December 31, 2017 and 2016, respectively, increased $183.5 million and $47.3 million, compared to the prior years. The following tables detail, by segment, changes in the various components of the cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets) for the periods indicated:

Year Ended December 31, 2017 2016 Change % Change (In thousands, excluding percentages) Cost of ATM operating revenues North America Merchant commissions $ 317,535 $ 266,050 $ 51,485 19.4 % Vault cash rental 54,911 60,724 (5,813) (9.6) Other costs of cash 69,516 63,217 6,299 10.0 Repairs and maintenance 60,718 56,988 3,730 6.5 Communications 21,162 21,143 19 0.1 Transaction processing 8,270 6,840 1,430 20.9 Employee costs 33,340 29,311 4,029 13.7 Other expenses 52,927 42,271 10,656 25.2 North America total cost of ATM operating revenues 618,379 546,544 71,835 13.1 Europe & Africa Merchant commissions 106,522 97,611 8,911 9.1 Vault cash rental 13,603 10,349 3,254 31.4 Other costs of cash 17,057 15,640 1,417 9.1 Repairs and maintenance 14,142 17,315 (3,173) (18.3) Communications 12,032 10,236 1,796 17.5 Transaction processing 17,224 17,810 (586) (3.3) Employee costs 40,589 37,755 2,834 7.5 Other expenses 23,478 24,507 (1,029) (4.2) Europe & Africa total cost of ATM operating revenues 244,647 231,223 13,424 5.8 Australia & New Zealand Merchant commissions 54,449 — 54,449 n/m Vault cash rental 8,987 — 8,987 n/m Other costs of cash 8,828 — 8,828 n/m Repairs and maintenance 8,188 — 8,188 n/m Communications 4,583 — 4,583 n/m Transaction processing 2,447 — 2,447 n/m Employee costs 5,575 — 5,575 n/m Other expenses 1,090 — 1,090 n/m Australia & New Zealand total cost of ATM operating

revenues 94,147 — 94,147 n/m Corporate 1,146 875 271 31.0 Eliminations (6,649) (10,442) 3,793 (36.3) Total cost of ATM operating revenues $ 951,670 $ 768,200 $ 183,470 23.9 %

Year Ended December 31, 2016 2015 Change % Change (In thousands, excluding percentages) Cost of ATM operating revenues North America Merchant commissions $ 266,050 $ 243,908 $ 22,142 9.1 % Vault cash rental 60,724 56,716 4,008 7.1 Other costs of cash 63,217 57,613 5,604 9.7 Repairs and maintenance 56,988 48,819 8,169 16.7 Communications 21,143 19,934 1,209 6.1 Transaction processing 6,840 6,252 588 9.4 Employee costs 29,311 25,429 3,882 15.3 Other expenses 42,271 35,752 6,519 18.2 North America total cost of ATM operating revenues 546,544 494,423 52,121 10.5 Europe Merchant commissions 97,611 99,630 (2,019) (2.0) Vault cash rental 10,349 12,347 (1,998) (16.2) Other costs of cash 15,640 14,074 1,566 11.1 Repairs and maintenance 17,315 20,086 (2,771) (13.8) Communications 10,236 11,212 (976) (8.7) Transaction processing 17,810 17,449 361 2.1 Employee costs 37,755 43,929 (6,174) (14.1) Other expenses 24,507 16,740 7,767 46.4 Europe total cost of ATM operating revenues 231,223 235,467 (4,244) (1.8) Corporate 875 1,219 (344) (28.2) Eliminations (10,442) (10,184) (258) 2.5 Total cost of ATM operating revenues $ 768,200 $ 720,925 $ 47,275 6.6 %

North America. During the year ended December 31, 2017, our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets) increased $71.8 million compared to the prior year. The increase was attributable to the following: (i) incremental costs in Canada and Mexico resulting from the DCPayments acquisition, (ii) higher other cost of cash in the U.S. driven by charges from networks associated with suspected fraudulent transactions following the EMV liability shift on the MasterCard network, (iii) higher maintenance costs in the U.S. related primarily to recent software upgrades at certain Company-owned ATMs, and (iv) higher merchant commission expense associated with our recent contract renewals. These increases were partially offset by a decrease in vault cash rental expense in the U.S. as a result of vault cash interest savings associated with lower fixed rates and notional amounts outstanding on our interest rate swaps. Additionally, as the ATMs at 7-Eleven locations were removed during the latter part of 2017, our operating expenses associated with these locations were reduced.

During the year ended December 31, 2016, our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets) increased $52.1 million compared to the prior year. The increase was driven primarily by revenue growth, including an acquisition in early 2016, and higher merchant commissions expense associated with contract renewals.

Europe & Africa. During the year ended December 31, 2017, our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets) increased $13.4 million compared to the prior year. Excluding foreign currency exchange rate movements, our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets) increased $23.5 million, or 10%. The increase is consistent with the increase in ATM operating revenues (also on a constant-currency basis) during the period. For additional information related to our constant-currency calculations, see Non-GAAP Financial Measures below. Excluding the foreign currency exchange rate movements, the increase was fairly consistent with the increase in revenues (also on a constant- currency basis) during the period. Additionally, we continued to realize operational efficiencies across our maintenance and cash replenishment functions. 98

During the year ended December 31, 2016, our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets) decreased $4.2 million compared to the prior year. Adjusting for changes in foreign currency exchange rates, our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets) were up $23.7 million, or 10.1%. Excluding the foreign currency exchange rate movements, the increase is fairly consistent with the increase in revenues (also on a constant-currency basis) during the period. Additionally, we continued to realize operational efficiencies across our maintenance and cash replenishment functions.

Australia & New Zealand. For the year ended December 31, 2017, our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets) in our Australia & New Zealand segment were $94.1 million, all of which was attributable to the DCPayments acquisition, as we did not previously have operations in Australia or New Zealand. The DCPayments acquisition was completed on January 6, 2017, and our results for the year ended December 31, 2017 reflect the cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets) from this date.

Cost of ATM product sales and other revenues. During the year ended December 31, 2017, our cost of ATM product sales and other revenues increased $1.6 million compared to the prior year. This increase was consistent with the increase in related revenues as discussed above.

During the year ended December 31, 2016, our cost of ATM product sales and other revenues decreased $16.1 million. This decrease was also consistent with the decrease in related revenues, as discussed above.

Selling, General, and Administrative Expenses

Year Ended December 31, 2017 % Change 2016 % Change 2015 (In thousands, excluding percentages) Selling, general, and administrative expenses $ 160,385 20.4 % $ 133,227 9.0 % $ 122,265 Share-based compensation expense 13,852 (32.6) 20,555 12.7 18,236 Total selling, general, and administrative expenses $ 174,237 13.3 % $ 153,782 9.5 % $ 140,501

Percentage of total revenues: Selling, general, and administrative expenses 10.6 % 10.5 % 10.2 % Share-based compensation expense 0.9 1.6 1.5 Total selling, general, and administrative expenses 11.6 % 12.2 % 11.7 %

Selling, general, and administrative expenses (“SG&A expenses”), excluding share-based compensation. SG&A expenses, excluding share-based compensation, increased $27.2 million during the year ended December 31, 2017 compared to the prior year. The increase was primarily driven by additional SG&A expenses associated with the acquisitions completed during 2017, partially offset by the savings derived from our Restructuring Plan.

SG&A expenses, excluding share-based compensation, increased $11.0 million during the year ended December 31, 2016 compared to the prior year. This increase was attributable to the following: (i) higher payroll-related costs compared to the same period in 2015 due to increased headcount, (ii) higher professional expenses primarily related to our business growth initiatives, and (iii) increased costs related to strengthening our information technology and product development organizations.

Share-based compensation. Share-based compensation decreased $6.7 million during the year ended December 31, 2017 compared to the prior year, partially attributable to a higher level of forfeitures during the period as a result of our Restructuring Plan and the associated employee terminations. The employee terminations resulted in the net reversal of $1.5 million in share-based compensation expense during the three months ended March 31, 99

2017. Additionally, we recognized a lower estimated level of payout for the performance-based share awards in 2017 compared to the prior year.

Share-based compensation increased $2.3 million during the year ended December 31, 2016 compared to the prior year, due to the timing and amount of grants made during the applicable periods and higher than anticipated company performance relative to targets for performance-based awards in 2016. For additional information related to equity awards, see Item 8. Financial Statements and Supplementary Data, Note 3. Share-Based Compensation.

Redomicile-related Expenses

Redomicile-related expenses. As a result of the Redomicile Transaction, we incurred $0.8 million and $13.7 million in redomicile-related expenses during the years ended December 31, 2017 and 2016, respectively. For additional information, see Developing Trends and Recent Events - Redomicile to the U.K. above.

Restructuring Expenses

Restructuring expenses. During 2017, the Company initiated a Restructuring Plan intended to improve its cost structure and operating efficiency. The Restructuring Plan included workforce reductions, facilities closures, and other cost reduction measures.

During the three months ended March 31, 2017, the Company incurred $8.2 million of pre-tax expenses related to the Restructuring Plan. These expenses included employee severance costs of $8.0 million and an immaterial amount of lease termination costs. During the three months ended December 31, 2017, the Company amended the Restructuring Plan and recognized an additional $2.2 million of pre-tax expenses primarily related to our previously announced wind down of operations in Poland. These costs are reflected in the Restructuring expenses line item in the accompanying Consolidated Statements of Operations and include contract termination costs related to our merchant, bank sponsorship, lease and other agreements as well as employee severance costs. For additional information, see Item 8. Financial Statements and Supplementary Data, Note 1. Basis of Presentation and Summary of Significant Accounting – (f) Restructuring Expenses.

Acquisition and Divestiture-related Expenses

Year Ended December 31, 2017 % Change 2016 % Change 2015 (In thousands, excluding percentages) Acquisition and divestiture-related expenses $ 18,917 98.9 % $ 9,513 (64.9) % $ 27,127

Percentage of total revenues 1.3 % 0.8 % 2.3 %

Acquisition and divestiture-related expenses. Acquisition and divestiture-related expenses increased $9.4 million during the year ended December 31, 2017 compared to the prior year. This increase was driven by the professional services and other costs associated with the completion and integration of the acquisitions completed during January 2017.

Acquisition and divestiture-related expenses decreased $17.6 million during the year-ended December 31, 2016 compared 2015. Acquisition and divestiture expenses in 2015 included significant costs incurred associated with our retail cash-in-transit divestiture in the U.K. and the CDS acquisition. The 2016 amounts relate to professional fees associated with the acquisitions completed in early 2017 and employee severance costs associated with the divestiture.

During 2015, we completed the acquisition of CDS and the divestiture of a portion of the Sunwin business in the U.K., both of which drove a significant amount of acquisition and divestiture-related expenses in that year, together with some integration-related costs associated with our 2014 acquisition of Sunwin. 100

For additional information, see Developing Trends and Recent Events - Acquisitions and Developing Trends and Recent Events - Divestitures above.

Goodwill and Intangible Asset Impairment

Goodwill and intangible asset impairment. In September 2017, as a result of an unexpected event in Australia whereby the four largest Australian banks removed direct charges to all users at their ATMs, we recognized $140.0 million and $54.5 million in impairment charges to reduce the carrying values of goodwill and intangible assets, respectively, associated with our Australia & New Zealand segment. For additional information related to this unexpected market shift in Australia and the results of our testing as of December 31, 2017, see Item 8. Financial Statements and Supplementary Data, Note 1. Basis of Presentation and Summary of Significant Accounting – (l) Intangible Assets Other than Goodwill and (m) Goodwill.

Depreciation and Accretion Expense

Year Ended December 31, 2017 % Change 2016 % Change 2015 (In thousands, excluding percentages) Depreciation and accretion expense $ 122,036 34.2 % $ 90,953 7.0 % $ 85,030

Percentage of total revenues 8.1 % 7.2 % 7.1 %

Depreciation and accretion expense. For the year ended December 31, 2017, depreciation and accretion expense increased $31.1 million, or 34.2%, compared to the prior year. This increase was primarily driven by the assets we acquired in the acquisitions completed during January 2017, and to a lesser extent, incremental depreciation expense associated with our recent U.S. ATM upgrades and replacements.

Depreciation and accretion expense increased $5.9 million during the year ended December 31, 2016 compared to the prior year, primarily attributable to increased deployment of new and replacement Company-owned ATMs and acquisitions in recent periods.

Amortization of Intangible Assets

Year Ended December 31, 2017 % Change 2016 % Change 2015 (In thousands, excluding percentages) Amortization of intangible assets $ 57,866 57.2 % $ 36,822 (5.1) % $ 38,799

Percentage of total revenues 3.8 % 2.9 % 3.2 %

Amortization of intangible assets. The increase in amortization of intangible assets of $21.0 million for the year ended December 31, 2017 compared to the prior year, was driven by the additional intangible assets that were recognized in connection with the acquisitions completed during January 2017.

The slight decrease in amortization of intangible assets of $2.0 million for the year ended December 31, 2016 compared to the prior year, was primarily attributable to certain assets becoming fully amortized during 2015.

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Loss (Gain) on Disposal and Impairment of Assets

Year Ended December 31, 2017 % Change 2016 % Change 2015 (In thousands, excluding percentages) Loss (gain) on disposal and impairment of assets $ 33,275 n/m $ 81 n/m % $ (14,010)

Percentage of total revenues 2.2 % — % (1.2)%

Loss (gain) on disposal and impairment of assets. For the year ended December 31, 2017, the loss on disposal and impairment of assets was $33.3 million. The increase relative to the prior periods was primarily a result of an unexpected market shift in Australia following the announcement by the country’s four largest banks that they will remove direct charges to all consumers at their ATMs. Following this announcement, we recognized $21.5 million in impairment charges to reduce the carrying values of certain long-lived assets and adjust the inventory associated with our Australia & New Zealand segment to its estimated net realizable value. For additional information related to this unexpected market shift in Australia, see Item 1. Financial Statements, Note 1. Basis of Presentation and Summary of Significant Accounting – (l) Intangibles Assets Other Than Goodwill and (m) Goodwill. During 2017, we also identified certain assets that we assessed as likely to be abandoned or are no longer capable of recovering their carrying values and recognized an additional $11.8 million in asset impairment and disposal charges, primarily in our U.S. business.

The net gain on disposal of assets for the year ended December 31, 2015 is primarily related to a net pre-tax gain of $16.6 million recognized on the divestiture of our non-core business components in the U.K. completed in the year ended December 31, 2015.

Interest Expense, net

Year Ended December 31, 2017 % Change 2016 % Change 2015 (In thousands, excluding percentages) Interest expense, net $ 35,036 101.8 % $ 17,360 (10.8) % $ 19,451 Amortization of deferred financing costs and note discount 12,574 9.1 11,529 1.5 11,363 Total interest expense, net $ 47,610 $ 28,889 $ 30,814

Percentage of total revenues 3.2 % 2.3 % 2.6 %

Interest expense, net. Interest expense, net, increased $17.7 million during the year ended December 31, 2017, compared to the prior year. The increase in interest expense was attributable to the incremental outstanding borrowings that were necessary to fund the acquisitions completed during January 2017. For additional information related to our outstanding borrowings, see Item 8. Financial Statements and Supplementary Data, Note 10. Long-Term Debt.

Amortization of deferred financing costs and note discount. Amortization of deferred financing costs and note discount during the year ended December 31, 2017, was up slightly from the prior year related to additional financing costs incurred in 2017, which are being amortized over the life of the instrument.

For additional information, see Item 8. Financial Statements and Supplementary Data, Note 10. Long-Term Debt.

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Income Tax Expense

Year Ended December 31, 2017 % Change 2016 % Change 2015 (In thousands, excluding percentages) Income tax (benefit) expense $ (9,292) (134.9) % $ 26,622 (32.3) % $ 39,342

Effective tax rate 6.0 % 23.2 % 37.4 %

Income tax expense. The decrease in income tax expense, compared to the prior year, is attributable to a combination of 1) the U.S. Tax Reform benefit of $11.6 million, 2) the excess tax benefit related to stock compensation, and 3) the mix of earnings across jurisdictions, and is partially offset by the establishment of a valuation allowance related to Australian deferred tax assets of $6.4 million. The goodwill impairment in Australia recognized during the period ending September 30, 2017, was not deductible for income tax purposes, and as a result, there was no tax benefit recognized from the impairment. For additional information, see Item 8. Financial Statements and Supplementary Data, Note 1. Basis of Presentation and Summary of Significant Accounting – (l) Intangible Assets Other Than Goodwill, (m) Goodwill, and Note 18. Income Taxes.

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Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA, Adjusted EBITA, Adjusted Net Income, Adjusted Net Income per diluted share, Free Cash Flow, and certain financial results prepared in accordance with U.S. GAAP, as well as non-GAAP measures on a constant-currency basis represent non-GAAP financial measures provided as a complement to financial results prepared in accordance with U.S. GAAP and may not be comparable to similarly-titled measures reported by other companies. We use these non-GAAP financial measures in managing and measuring the performance of our business, including setting and measuring incentive based compensation for management. We believe that the presentation of these measures and the identification of notable, non-cash, and/or (if applicable in a particular period) certain costs not anticipated to occur in future periods enhance an investor’s understanding of the underlying trends in our business and provide for better comparability between periods in different years. Adjusted EBITDA and Adjusted EBITA excludes amortization of intangible assets, share-based compensation expense, acquisition and divestiture-related expenses, certain non-operating expenses, certain costs not anticipated to occur in future periods (if applicable in a particular period), gains or losses on disposal of assets, our obligation for the payment of income taxes, interest expense, and other obligations such as capital expenditures, and includes an adjustment for noncontrolling interests. Additionally, Adjusted EBITDA excludes depreciation and accretion expense. Depreciation and accretion expense and amortization of intangible assets are excluded as these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures, and the methods by which the assets were acquired. Adjusted Net Income represents net income computed in accordance with U.S. GAAP, before amortization of intangible assets, gains or losses on disposal of assets, share-based compensation expense, certain other expense amounts, acquisition and divestiture-related expenses, certain non-operating expenses, and (if applicable in a particular period) certain costs not anticipated to occur in future periods (together, the “Adjustments”). Prior to June 30, 2016, Adjusted Net Income was calculated using an estimated long-term cross- jurisdictional effective cash tax rate of 32%. Subsequent to the redomicile of our parent company to the U.K., we have revised the process for determining our non-GAAP tax rate and now utilizes a non-GAAP tax rate derived from the U.S. GAAP tax rate adjusted for the net tax effects of the identified Adjustments, based on the nature and geography of the Adjustments. For the year ended December 31, 2017, the non-GAAP rate of 27.7% excludes a non-recurring net benefit of $11.6 million related to U.S. Tax Reform which is included in the U.S. GAAP tax rate. For the year ended December 31, 2016, the non-GAAP tax rate of 29.1% is a result of 29.2% for the quarter ended December 31, 2016, which excludes a non-recurring benefit of $8.2 million related to the release of a valuation allowance on deferred tax assets in the U.K., which is included in the U.S. GAAP tax rate, 24.2% for the quarter ended September 30, 2016, and for the six months ended June 30, 2016, our previous estimated long-term cross- jurisdictional tax rate of 32%. For the year ended December 31, 2015, we used our previous estimated long-term cross- jurisdictional tax rate of 32%. Adjusted Net Income per diluted share is calculated by dividing Adjusted Net Income by weighted average diluted shares outstanding. Free Cash Flow is defined as cash provided by operating activities less payments for capital expenditures, including those financed through direct debt, but excluding acquisitions. The Free Cash Flow measure does not take into consideration certain other non-discretionary cash requirements such as mandatory principal payments on portions of our long-term debt. Management calculates certain U.S. GAAP as well as non-GAAP measures on a constant-currency basis using the average foreign currency exchange rates applicable in the corresponding period of the previous year and applying these rates to the measures in the current reporting period. Management uses U.S. GAAP as well as non-GAAP measures on a constant-currency basis to assess performance and eliminate the effect foreign currency exchange rates have on comparability between periods.

The non-GAAP financial measures presented herein should not be considered in isolation or as a substitute for operating income, net income, cash flows from operating, investing, or financing activities, or other income or cash flow measures prepared in accordance with U.S. GAAP. Reconciliations of the non-GAAP financial measures used herein to the most directly comparable U.S. GAAP financial measures are presented as follows:

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Reconciliation of Net (Loss) Income Attributable to Controlling Interests and Available to Common Shareholders to EBITDA, Adjusted EBITDA, Adjusted EBITA, and Adjusted Net Income (in thousands, excluding share and per share amounts)

Year Ended December 31, 2017 2016 2015 Net (loss) income attributable to controlling interests and available to common shareholders $ (145,350) $ 87,991 $ 67,080 Adjustments: Interest expense, net 35,036 17,360 19,451 Amortization of deferred financing costs and note discount 12,574 11,529 11,363 Income tax (benefit) expense (9,292) 26,622 39,342 Depreciation and accretion expense 122,036 90,953 85,030 Amortization of intangible assets 57,866 36,822 38,799 EBITDA $ 72,870 $ 271,277 $ 261,065

Add back: Loss (gain) on disposal and impairment of assets 33,275 81 (14,010) Other expense (1) 3,524 2,958 3,780 Noncontrolling interests (2) (25) (67) (996) Share-based compensation expense 14,395 21,430 19,421 Redomicile-related expenses (3) 782 13,747 — Restructuring expenses (4) 10,354 — Acquisition and divestiture-related expenses (5) 18,917 9,513 27,127 Goodwill and intangible asset impairment (6) 194,521 — Adjusted EBITDA $ 348,613 $ 318,939 $ 296,387 Less: Depreciation and accretion expense (7) 122,029 90,927 84,608 Adjusted EBITA $ 226,584 $ 228,012 $ 211,779 Less: Interest expense, net (7) 35,036 17,360 19,447 Adjusted pre-tax income 191,548 210,652 192,332 Income tax expense (8) 53,084 61,342 61,546 Adjusted Net Income $ 138,464 $ 149,310 $ 130,786

Adjusted Net Income per share – basic $ 3.03 $ 3.30 $ 2.92 Adjusted Net Income per share – diluted (9) $ 3.00 $ 3.26 $ 2.88

Weighted average shares outstanding – basic 45,619,679 45,206,119 44,796,701 Weighted average shares outstanding – diluted 46,214,715 45,821,527 45,368,687

(10) Includes foreign currency translation gains/losses, the revaluation of the estimated acquisition-related contingent consideration payable, and other non- operating costs. (11) Noncontrolling interest adjustment made such that Adjusted EBITDA includes only our ownership interest in the Adjusted EBITDA of one of our Mexican subsidiaries. (12) Expenses associated with the redomicile of our parent company to the U.K., which was completed on July 1, 2016. (13) Expenses primarily related to employee severance costs associated with our Restructuring Plan implemented in the first quarter of 2017 and certain costs associated with exiting its Poland operations during the fourth quarter of 2017. (14) Acquisition and divestiture-related expenses include costs incurred for professional and legal fees and certain other transition and integration-related costs. (15) Goodwill and intangible asset impairments related to our Australia & New Zealand segment. (16) Amounts exclude a portion of the expenses incurred by one of our Mexican subsidiaries to account for the amounts allocable to the noncontrolling interest shareholders. (17) For the year ended December 31, 2017, 2016, and 2015, calculated using an effective tax rate of approximately 27.7%, 29.1%, and 32.0%, respectively, which represents our U.S. GAAP tax rate as adjusted for the net tax effects related to the items excluded from Adjusted Net Income. For 2017 it excludes non-recurring tax items related to U.S. Tax Reform. See Non-GAAP Financial Measures above.

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(18) Consistent with the positive Adjusted Net Income, the Adjusted Net Income per diluted share amounts have been calculated using the diluted shares outstanding that would have resulted from positive U.S. GAAP Net Income, if applicable.

Reconciliation of U.S. GAAP Revenue to Constant-Currency Revenue

Europe & Africa revenue

Year Ended December 31, 2017 2016 % Change Foreign U. S. Currency Constant - U.S. U.S. Constant - GAAP Impact Currency GAAP GAAP Currency (In thousands) ATM operating revenues $ 396,229 $ 16,091 $ 412,320 $ 361,967 9.5 % 13.9 % ATM product sales and other revenues 8,603 274 8,877 5,443 58.1 63.1 Total revenues $ 404,832 $ 16,365 $ 421,197 $ 367,410 10.2 % 14.6 %

Consolidated revenue

Year Ended December 31, 2017 2016 % Change Foreign U. S. Currency Constant - U.S. U.S. Constant - GAAP Impact Currency GAAP GAAP Currency (In thousands) ATM operating revenues $ 1,451,372 $ 15,480 $ 1,466,852 $ 1,212,863 19.7 % 20.9 % ATM product sales and other revenues 56,227 228 56,455 52,501 7.1 7.5 Total revenues $ 1,507,599 $ 15,708 $ 1,523,307 $ 1,265,364 19.1 % 20.4 %

Reconciliation of Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income per diluted share on a Non- GAAP basis to Constant-Currency

Year Ended December 31, 2017 2016 % Change Foreign Non - Currency Constant - Non - Non - Constant - GAAP (1) Impact Currency GAAP (1) GAAP (1) Currency (In thousands) Adjusted EBITDA $ 348,613 $ 4,554 $ 353,167 $ 318,939 9.3 % 10.7 % Adjusted Net Income $ 138,464 $ 2,083 $ 140,547 $ 149,310 (7.3) % (5.9) % Adjusted Net Income per share – % % diluted (2) $ 3.00 $ 0.04 $ 3.04 $ 3.26 (8.0) (6.7)

(1) As reported on the Reconciliation of Net Income Attributable to Controlling Interests and Available to Common Shareholders’ to EBITDA, Adjusted EBITDA, Adjusted EBITA, and Adjusted Net Income above. (2) Adjusted Net Income per diluted share is calculated by dividing Adjusted Net Income by the weighted average diluted shares outstanding of 46,214,715 and 45,821,527 for the years ended December 31, 2017 and 2016, respectively.

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Calculation of Free Cash Flow

Year Ended December 31, 2017 2016 2015

Cash provided by operating activities $ 217,892 $ 270,275 $ 256,553 Payments for capital expenditures (1): Cash used in investing activities, excluding acquisitions and divestitures (144,140) (125,882) (142,349) Free cash flow $ 73,752 $ 144,393 $ 114,204

(1) Capital expenditure amounts include payments made for exclusive license agreements, site acquisition costs, and other intangible assets. Additionally, capital expenditure amounts for Mexico (included in the North America segment) are reflected gross of any noncontrolling interest amounts. .

Liquidity and Capital Resources

Overview

As of December 31, 2017, we had $51.4 million in cash and cash equivalents on hand and $917.7 million in outstanding long-term debt.

We have historically funded our operations primarily through cash flows from operations, borrowings under our revolving credit facility, and the issuance of debt and equity securities and used a portion of our cash flows to invest in additional ATMs, either through acquisitions or through organic growth. We have also used cash to pay interest and principal amounts outstanding under our borrowings. Because we collect a sizable portion of our cash from sales on a daily basis but generally pay our vendors on 30 day terms and are not required to pay certain of our merchants until 20 days after the end of each calendar month, we are able to utilize the excess available cash flow to reduce borrowings made under our revolving credit facility and to fund capital expenditures. Accordingly, it is not uncommon for us to reflect a working capital deficit position in the accompanying Consolidated Balance Sheets.

We believe that our cash on hand and our current revolving credit facility will be sufficient to meet our working capital requirements and contractual commitments for the next twelve months. We expect to fund our working capital needs from cash flows from our operations and borrowings under our revolving credit facility, to the extent needed. See Financing Facilities below.

Operating Activities

Net cash provided by operating activities totaled $217.9 million, $270.3 million, and $256.6 million during the years ended December 31, 2017, 2016, and 2015, respectively. These increases are primarily attributable to our profitable operations before non-cash expenses and changes in working capital.

Investing Activities

Net cash used in investing activities totaled $631.2 million, $139.2 million, and $209.6 million for the years ended December 31, 2017, 2016, and 2015, respectively. These amounts vary by year, depending on acquisition and divestiture activities in a particular year, along with our capital investments. In each of the years 2017, 2016, and 2015, we completed acquisitions and divestitures of varying sizes. In each of 2017, 2016, and 2015, we incurred a significant amount of capital expenditures associated with compliance with the EMV standard in the U.S. and certain merchant contract renewals.

Acquisitions. On January 6, 2017, we completed the acquisition of DCPayments, for a total transaction value of approximately $658 million Canadian Dollars (approximately $495 million U.S. dollars). On January 31, 2017, we completed the acquisition of Spark with initial cash consideration, paid at closing, and potential additional contingent consideration subject to certain performance conditions being met in future periods. Both of these transactions were 107

financed at close with cash on hand and borrowings under our revolving credit facility. For additional information, see Developing Trends and Recent Events - Acquisitions above.

Anticipated future capital expenditures. We currently anticipate that the majority of our capital expenditures for the foreseeable future will be attributable to ongoing support for our existing estate and operations, organic growth projects, including the purchase of ATMs for both new and existing ATM management agreements and various compliance requirements. We currently anticipate that our capital expenditures for 2018 will total approximately $110 million, the majority of which is expected to be utilized to support new business growth. We expect such capital expenditures to be funded primarily through our cash flows from operations and we anticipate being able to fund all capital expenditures internally.

Financing Activities and Facilities

Net cash provided by (used in) financing activities $391.4 million, $(78.9) million, and $(48.5) million for the years ended December 31, 2017, 2016, and 2015, respectively. The cash provided by financing activities during the year ended December 31, 2017 was primarily related to borrowings to finance our acquisitions in January 2017. The cash used during the years ended December 31, 2016 and 2015 was primarily attributable to repayments of borrowings under our revolving credit facility.

For information related to our financing facilities, see Item 8. Financial Statements and Supplementary Data, Note 10. Long-term Debt.

Effects of Inflation

Our monetary assets, consisting primarily of cash and receivables, are not currently significantly affected by inflation. Similarly our non-monetary assets, consisting primarily of tangible and intangible assets, are not affected by inflation. However, inflation may in the future affect our expenses, such as those for employee compensation, operating costs and capital expenditures, which may not be readily recoverable in the price of services offered by us.

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Contractual Obligations

The following table reflects our significant contractual obligations and other commercial commitments as of December 31, 2017:

Payments Due by Period

2018 2019 2020 2021 2022 Thereafter Total (In thousands) Long-term debt obligations:

Principal (1) $ — $ — $ 287,500 $ 122,461 $ 250,000 $ 300,000 $ 959,961

Interest (2) 32,411 32,411 32,172 27,581 20,286 55,000 199,861 Operating leases 9,264 7,181 5,529 4,320 2,511 8,829 37,634 Merchant space leases 5,687 2,848 2,116 1,572 993 873 14,089 Minimum service contracts 732 97 — — — — 829 Open purchase orders 2,459 — — — — — 2,459

Total contractual obligations $ 50,553 $ 42,537 $ 327,317 $ 155,934 $ 273,790 $ 364,702 $ 1,214,833

(1) Represents the $250.0 million face value of our Senior Notes, $287.5 million face value of our Convertible Notes, $300.0 million face value of our 2025 Notes, and $122.5 million outstanding under our revolving credit facility. (2) Represents the estimated interest payments associated with our long-term debt outstanding as of December 31, 2017, assuming current interest rates and consistent amount of debt outstanding over the periods indicated in the table above.

. Critical Accounting Policies and Estimates

Our consolidated financial statements included in this 2017 Form 10-K have been prepared in accordance with U.S. GAAP, which requires management to make numerous estimates and assumptions. Actual results could differ from those estimates and assumptions, thus impacting our results of operations and financial position. The critical accounting policies and estimates described in this section are those that are most important to the depiction of our financial condition and results of operations and the application of which requires management’s most subjective judgments in making estimates about the effect of matters that are inherently uncertain. For additional information related to our significant accounting policies, see Item 8. Financial Statements and Supplementary Data, Note 1. Basis of Presentation and Summary of Significant Accounting Policies.

Goodwill and intangible assets. We have accounted for our acquisitions as business combinations in accordance with U.S. GAAP. Accordingly, the purchase consideration for any acquisitions have been allocated to the assets acquired and liabilities assumed based on their respective fair values as of each acquisition date. Intangible assets that met the criteria established by U.S. GAAP for recognition apart from goodwill include acquired merchant and bank- branding contract/relationships, trade names, technology, and the non-compete agreements entered into in connection with certain acquisitions. The excess of the purchase consideration of the acquisitions over the fair values of the identified assets acquired and liabilities assumed is recognized as goodwill in our consolidated financial statements.

Goodwill and other intangible assets that have indefinite useful lives are not amortized, but instead are tested at least annually for impairment, and intangible assets that have finite useful lives are amortized over their estimated useful lives. We follow the specific guidance provided in U.S. GAAP for testing goodwill and other non-amortized intangible assets for impairment. In 2017, we elected to forego the optional qualitative assessment allowed under U.S. GAAP to determine if it was necessary to perform a quantitative assessment. The qualitative assessment considers whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In the event that the qualitative assessment indicates it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we perform the quantitative assessment prescribed by the guidance where the carrying amount of the net assets associated with each applicable reporting unit is compared to the estimated fair value of such reporting 109

unit as of the date of the test or the annual testing date, December 31, 2017. For the year ended December 31, 2017, we performed our annual goodwill impairment test for seven separate reporting units: (i) the U.S. operations, (ii) the U.K. operations, (iii) the Australia & New Zealand operations, (iv) the Canada operations, (v) the South Africa operations, (vi) the Germany operations, and (vii) the Mexico operations.

We evaluate the recoverability of our goodwill and non-amortized intangible assets by estimating the future discounted cash flows of the reporting units to which the goodwill and non-amortized intangible assets relate. We use discount rates corresponding to our cost of capital, risk-adjusted as appropriate, to determine the discounted cash flows, and consider current and anticipated business trends, prospects, and other market and economic conditions when performing our evaluations. These evaluations are performed on an annual basis at a minimum, or more frequently based on the occurrence of events that might indicate a potential impairment. Examples of events that might indicate impairment include, but are not limited to, the loss of a significant contract, a material change in the terms or conditions of a significant contract, or significant decreases in revenues associated with a contract or business.

Valuation of long-lived assets. We place significant value on the installed ATMs that we own and manage in merchant locations and the related acquired merchant and bank-branding contracts/relationships. Long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment at least annually, and whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We test our acquired merchant and bank-branding contract/relationship intangible assets for impairment quarterly, along with the related ATMs, on an individual merchant and bank-branding contract/relationship basis for our significant acquired contracts/relationships, and on a pooled or portfolio basis (by acquisition) for all other acquired contracts/relationships.

In determining whether a particular merchant and bank-branding contract/relationship is significant enough to warrant a separate identifiable intangible asset, we analyze a number of relevant factors, including: (i) estimates of the historical cash flows from such contract/relationship prior to its acquisition, (ii) estimates regarding our ability to increase the contract/relationship’s cash flows subsequent to the acquisition through a combination of lower operating costs, the deployment of additional ATMs, and the generation of incremental revenues from increased surcharges and/or new merchant or bank-branding contracts/relationships, and (iii) estimates regarding our ability to renew such contract/relationship beyond their originally scheduled termination date. An individual merchant and bank-branding contract/relationship, and the related ATMs, could be impaired if the contract/relationship is terminated sooner than originally anticipated, or if there is a decline in the number of transactions related to such contract/relationship without a corresponding increase in the amount of revenue collected per transaction. A portfolio of purchased contract/relationship intangibles, including the related ATMs, could be impaired if the contract/relationship attrition rate is materially more than the rate used to estimate the portfolio’s initial value, or if there is a decline in the number of transactions associated with such portfolio without a corresponding increase in the revenue collected per transaction. Whenever events or changes in circumstances indicate that a merchant or bank-branding contract/relationship intangible asset may be impaired, we evaluate the recoverability of the intangible asset, and the related ATMs, by measuring the related carrying amounts against the estimated undiscounted future cash flows associated with the related contract/relationship or portfolio of contracts/relationships. Should the sum of the expected future net cash flows be less than the carrying values of the tangible and intangible assets being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying values of the ATMs and intangible assets exceeded the calculated fair value.

Income taxes. Income tax provisions are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and income before provision of income taxes and between the tax basis of assets and liabilities and their reported amounts in our consolidated financial statements. We include deferred tax assets and liabilities in our consolidated financial statements at currently enacted income tax rates. As changes in tax laws or rates are enacted, we adjust our deferred tax assets and liabilities through the income tax provision.

In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the periods in which those temporary differences become deductible. 110

We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. In the event we do not believe we will be able to utilize the related tax benefits associated with deferred tax assets, we record valuation allowances to reserve for the assets.

Asset retirement obligations (“ARO”). We estimate the fair value of future ARO costs associated with our cost to deinstall ATMs and, in some cases, restoring the ATM sites to their original conditions. ARO estimates are based on a number of assumptions, including: (i) the types of ATMs that are installed, (ii) the relative mix where the ATMs are installed (i.e., whether such ATMs are located in single-merchant locations or in locations associated with large, geographically-dispersed retail chains), and (iii) whether we will ultimately be required to refurbish the merchant store locations upon the removal of the related ATMs. Additionally, we are required to make estimates regarding the timing of when AROs will be incurred. We utilize a pooled approach in calculating and managing our AROs, as opposed to a specific machine-by-machine approach, by pooling the ARO of assets based on the estimated deinstallation dates. We periodically review the reasonableness of the ARO balance by obtaining the current machine count and updated cost estimates to deinstall ATMs.

The fair value of a liability for an ARO is recognized in the period in which it is incurred and can be reasonably estimated. ARO costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s estimated useful life. Fair value estimates of liabilities for AROs generally involve discounted future cash flows. Periodic accretion of such liabilities due to the passage of time is recorded as an operating expense in the consolidated financial statements. Upon settlement of the liability, we recognize a gain or loss for any difference between the settlement amount and the liability recorded.

Share-based compensation. We calculate the fair value of share-based instruments awarded to our Board of Directors and employees on the date of grant and recognize the calculated fair value, net of estimated forfeitures, as compensation expense over the requisite service periods of the related awards. In determining the fair value of our share-based awards, we are required to make certain assumptions and estimates, including: (i) the number of awards that may ultimately be granted to and forfeited by the recipients, (ii) the expected term of the underlying awards, and (iii) the future volatility associated with the price of our common shares. For additional information related to such estimates, and the basis for our conclusions regarding such estimates for the year ended December 31, 2017, see Item 8. Financial Statements and Supplementary Data, Note 3. Share-Based Compensation.

Derivative financial instruments. We recognize all of our derivative instruments as assets or liabilities in the accompanying Consolidated Balance Sheets at fair value. The accounting for changes in the fair value (e.g., gains or losses) of the derivative instruments depends on: (i) whether such instruments have been designated and qualify as part of a hedging relationship and (ii) the type of hedging relationship designated. For derivative instruments that are designated and qualify as hedging instruments, we designate the hedging instrument, based upon the exposure being hedged, as a cash flow hedge, a fair value hedge, or a hedge of a net investment in a foreign operation. These derivatives are valued using pricing models based on significant other observable inputs (Level 2 inputs under the fair value hierarchy prescribed by U.S. GAAP), while taking into account the creditworthiness of the party that is in the liability position with respect to each trade. As of December 31, 2017, all of our derivative instruments were designated and qualify as cash flow hedges, and, accordingly, changes in the fair values of such derivatives have been reflected in the Accumulated other comprehensive loss, net line item in the accompanying Consolidated Balance Sheets. For additional information related to our derivative financial instrument transactions, see Item 8. Financial Statements and Supplementary Data, Note 15. Derivative Financial Instruments.

Convertible Notes. We are party to various derivative instruments related to the issuance of our Convertible Notes. As of December 31, 2017, all of our derivative instruments related to the Convertible Notes qualified for classification in the Shareholders’ equity line item in the accompanying Consolidated Balance Sheets. We are required, however, for the remaining term of the Convertible Notes, to assess whether we continue to meet the shareholders’ equity classification requirements and if in any future period we fail to satisfy those requirements we would need to reclassify these instruments out of Shareholders’ equity and record them as a derivative asset or liability, at which point we would be required to record any changes in fair value through earnings. For additional information related to our Convertible Notes, see Item 8. Financial Statements and Supplementary Data, Note 10. Long-Term Debt.

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New Accounting Pronouncements

For recent accounting pronouncements, including those not yet adopted during 2017, see Item 8. Financial Statements and Supplementary Data, Note 22. New Accounting Pronouncements.

Commitments and Contingencies

We are subject to various legal proceedings and claims arising in the ordinary course of our business. We do not expect that the outcome in any of these legal proceedings, individually or collectively, will have a material adverse financial or operational impact on us. For additional information related to our commitments and contingencies, see Item 8. Financial Statements and Supplementary Data, Note 17. Commitments and Contingencies.

Off-Balance Sheet Arrangements

As of December 31, 2017, we did not have any material off-balance sheet arrangements, as contemplated in Item 303(a)(4)(ii) of Regulation S-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Disclosures about Market Risk

We are exposed to certain risks related to our ongoing business operations, including interest rate risk associated with our vault cash rental obligations and, to a lesser extent, borrowings under our revolving credit facility. The following quantitative and qualitative information is provided about financial instruments to which we were a party at December 31, 2017, and from which we may incur future gains or losses from changes in market interest rates or foreign currency exchange rates. We do not enter into derivative or other financial instruments for speculative or trading purposes.

Hypothetical changes in interest rates and foreign currency exchange rates chosen for the following estimated sensitivity analysis are considered to be reasonably possible near-term changes generally based on consideration of past fluctuations for each risk category. However, since it is not possible to accurately predict future changes in interest rates and foreign currency exchange rates, these hypothetical changes may not necessarily be an indicator of probable future fluctuations.

Interest Rate Risk

Vault cash rental expense. Because our ATM vault cash rental expense is based on market rates of interest, it is sensitive to changes in the general level of interest rates in the respective countries in which we operate. We pay a monthly fee on the average outstanding vault cash balances in our ATMs under floating rate formulas based on a spread above various interbank offered rates in the U.S., the U.K., Germany, and Spain. In Australia, the formula is based on the Bank Bill Swap Rates (“BBSY”), in South Africa, the rate is based on the South African Prime Lending rate, in Canada, the rate is based on the Bank of Canada’s Bankers Acceptance Rate and the Canadian Prime Rate, and in Mexico, the rate is based on the Interbank Equilibrium Interest Rate (commonly referred to as the “TIIE”).

As a result of the significant sensitivity surrounding our vault cash rental expense, we have entered into a number of interest rate swap contracts with varying notional amounts and fixed interest rates in the U.S. and the U.K. to effectively fix the rate we pay on the amounts of our current and anticipated outstanding vault cash balances. As a

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result of the DCPayments acquisition, completed January 6, 2017, we became party to Australian dollar notional interest rate swap contracts, which terminate on February 28, 2019.

The notional amounts, weighted average fixed rates, and terms associated with our interest rate swap contracts that are currently in place in the U.S. ($300 million was entered into in January 2018) and the U. K. (as of the date of the issuance of this 2017 Form 10-K) are as follows:

Notional Weighted Average Notional Weighted Average Amounts Fixed Rate Amounts Fixed Rate U.S. $ U.S. U.K. £ U.K. Term (In millions) (In millions) $ 300 1.88 % — — January 16, 2018 – December 31, 2018 $ 1,150 2.17 % £ 550 0.82 % January 1, 2018 – December 31, 2018 $ 1,000 2.06 % £ 550 0.90 % January 1, 2019 – December 31, 2019 $ 1,000 2.06 % £ 500 0.94 % January 1, 2020 – December 31, 2020 $ 400 1.46 % £ 500 0.94 % January 1, 2021 – December 31, 2021 $ 400 1.46 % £ 500 0.94 % January 1, 2022 – December 31, 2022

In conjunction with the DCPayments acquisition, completed on January 6, 2017, we became party to three interest rate swap contracts. Effective January 6, 2017, these interest rate swap contracts were designated as cash flow hedging instruments.

The notional amounts, weighted average fixed rates, and terms associated with our interest rate swap contracts that are currently in place in Australia (as of the date of the issuance of this 2017 Form 10-K) are as follows:

Notional Amounts Weighted Average AUS $ Fixed Rate Term (In millions) $ 135 2.98 % January 1, 2018 – February 27, 2018 $ 85 3.11 % February 28, 2018 – September 28, 2018 $ 35 2.98 % September 29, 2018 – February 28, 2019

Summary of Interest Rate Exposure on Average Outstanding Vault Cash

The following table presents a hypothetical sensitivity analysis of our annual vault cash rental expense in North America based on our average outstanding vault cash balance for the quarter ended December 31, 2017 and assuming a 100 basis point increase in interest rates (in millions):

North America Average outstanding vault cash balance $ 2,311 Interest rate swap contracts fixed notional amount (1,000) Residual unhedged outstanding vault cash balance $ 1,311

Additional annual interest incurred on 100 basis point increase $ 13.11

Our ATM operating contract with our largest merchant relationship (7-Eleven in the U.S.) during 2017 was in the process of being de-installed during the fourth quarter of 2017. We expect that the ATMs associated with this relationship will be fully removed by the end of the first quarter of 2018. Included within the $2.3 billion average outstanding vault cash balance above was approximately $0.4 billion of vault cash related to 7-Eleven ATMs. As a result, the average vault cash balance in the U.S. excluding 7-Eleven would have been approximately $1.9 billion during the fourth quarter of 2017. With the additional interest rate swaps that became effective in January 2018, which total $1.45 billion for the majority of 2018, we expect to have floating interest rate exposure in the U.S. during 2018 on approximately $400 million to $500 million of vault cash, prior to any other contractual measures or operational actions we may trigger to reduce costs. We have terms in certain of our North America contracts with merchants and financial institution partners where we can decrease fees paid to merchants or effectively increase the fees paid to us 113

by financial institutions if vault cash rental costs increase. Such protection will serve to reduce but not eliminate the exposure calculated above. Furthermore, we have the ability in North America to partially mitigate our interest rate exposure through our operations. We believe we can reduce the average outstanding vault cash balances as interest rates rise by visiting ATMs more frequently with lower cash amounts. This ability to reduce the average outstanding vault cash balances is partially constrained by the incremental cost of more frequent ATM visits. Our contractual protections with merchants and financial institution partners and our ability to reduce the average outstanding vault cash balances will serve to reduce but not eliminate interest rate exposure.

The following table presents a hypothetical sensitivity analysis of our annual vault cash rental expense in Europe & Africa based on our average outstanding vault cash balance for the quarter ended December 31, 2017 and assuming a 100 basis point increase in interest rates (in millions):

Europe & Africa Average outstanding vault cash balance $ 1,389 Interest rate swap contracts fixed notional amount (730) Residual unhedged outstanding vault cash balance $ 659

Additional annual interest incurred on 100 basis point increase $ 6.59

Our sensitivity to changes in interest rates in Europe is partially mitigated by the interchange rate setting methodology that impacts our U.K. interchange revenue. Under this methodology, expected interest rate costs are utilized to determine the interchange rate that is set on an annual basis. As a result of this structure, should interest rates rise in the U.K., causing our operating expenses to rise, we would expect to see a rise in interchange rates (and our revenues), albeit with some time lag. As discussed above, to further mitigate our risk, we entered into interest rate swap contracts that commence on January 1, 2017. As a result, our exposure to floating interest payments in Europe has been fixed to the extent of the £550.0 million notional amount.

The following table presents a hypothetical sensitivity analysis of our annual vault cash rental expense in Australia & New Zealand based on our average outstanding vault cash balance for the quarter ended December 31, 2017 and assuming a 100 basis point increase in interest rates (in millions):

Australia & New Zealand Average outstanding vault cash balance $ 250 Interest rate swap contracts fixed notional amount (104) Residual unhedged outstanding vault cash balance $ 146

Additional annual interest incurred on 100 basis point increase $ 1.46

As of December 31, 2017, we had an asset of $15.6 million and a liability of $10.9 million (includes $0.1 million related to the foreign currency forward contracts) recorded in the accompanying Consolidated Balance Sheets related to our interest rate swap and foreign currency forward contracts, which represented the fair value asset or liability of the interest rate swap and foreign currency forward contracts, as derivative instruments are required to be carried at fair value. The fair value estimate was calculated as the present value of amounts estimated to be received or paid to a marketplace participant in a selling transaction. These interest rate swap and foreign currency forward contracts are valued using pricing models based on significant other observable inputs (Level 2 inputs under the fair value hierarchy prescribed by U.S. GAAP), the effective portion of the gain or loss on the derivative instrument is reported as a component of the Accumulated other comprehensive loss, net line item in the accompanying Consolidated Balance Sheets and reclassified into earnings in the Vault cash rental expense line item in the accompanying Consolidated Statements of Operations in the same period or periods during which the hedged transaction affects earnings and has been forecasted into earnings.

Interest expense. Our interest expense is also sensitive to changes in interest rates as borrowings under our revolving credit facility accrue interest at floating rates. In connection with the acquisition of DCPayments, we

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increased our borrowings under our revolving credit facility. Subsequently, in April 2017, we issued the 2025 Notes at a fixed interest rate of 5.50% and used the net proceeds to repay $295.0 million of the outstanding borrowings under our revolving credit facility. As a result, our outstanding borrowings and exposure to floating interest rates under our revolving credit facility were significantly lowered in April 2017. As of December 31, 2017, our outstanding borrowings under our revolving credit facility, which carries a floating interest rate, were $122.5 million. In the future, we may consider derivative instruments to effectively fix the interest rate on a portion of the outstanding borrowings under our revolving credit facility.

Outlook. Although we currently hedge a substantial portion of our vault cash interest rate risk in the U.S., the U.K., and Australia, we may not be able to enter into similar arrangements for similar amounts in the future, and any significant increase in interest rates in the future could have an adverse impact on our business, financial condition, and results of operations by increasing our operating expenses. However, we expect that the impact on our consolidated financial statements from a significant increase in interest rates would be partially mitigated by the interest rate swap and foreign currency forward contracts that we currently have in place associated with our vault cash balances in the U.S., the U.K., and Australia and other protective measures we have put in place to mitigate such risk.

Foreign Currency Exchange Rate Risk

As a result of our operations in the U.K., Ireland, Germany, Spain, Mexico, Canada, Australia, New Zealand, and South Africa, we are exposed to market risk from changes in foreign currency exchange rates. The functional currencies of our international subsidiaries are their respective local currencies. The results of operations of our international subsidiaries are translated into U.S. dollars using average foreign currency exchange rates in effect during the periods in which those results are recorded and the assets and liabilities are translated using the foreign currency exchange rate in effect as of each balance sheet reporting date. These resulting translation adjustments to assets and liabilities have been reported in the Accumulated other comprehensive loss, net line item in the accompanying Consolidated Balance Sheets. As of December 31, 2017, this accumulated translation loss totaled $24.4 million compared to $80.9 million as of December 31, 2016.

Our consolidated financial results were significantly impacted by changes in foreign currency exchange rates during the year ended December 31, 2017 compared to the prior year. Our total revenues during the year ended December 31, 2017 would have been higher by approximately $15.7 million had the foreign currency exchange rates from the year ended December 31, 2016 remained unchanged. A sensitivity analysis indicates that, if the U.S. dollar uniformly strengthened or weakened 10% against the British pound, Euro, Polish zloty, Mexican peso, Canadian dollar, Australian dollar, or South African rand, the effect upon our operating income would have been approximately $6.6 million for the year ended December 31, 2017. During 2017, we entered into forward currency swaps to mitigate our exposure to changes in foreign currency exchange rates related to expected cash flows generated in currencies other than the U.S. dollar that are expected to be converted into U.S. dollars within the next twelve months.

Certain intercompany balances are designated as short-term in nature. The changes in these balances related to foreign currency exchange rates have been recorded in the accompanying Consolidated Statements of Operations and we are exposed to foreign currency exchange rate risk as it relates to these intercompany balances.

We do not hold derivative commodity instruments, and all of our cash and cash equivalents are held in money market and checking funds.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX

Consolidated Balance Sheets as of December 31, 2017 and 2016

Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016, and 2015 Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2017, 2016,

and 2015

Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2017, 2016, and 2015

Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016, and 2015

Notes to Consolidated Financial Statements

1. Basis of Presentation and Summary of Significant Accounting Policies

2. Acquisitions and Divestitures

3. Share-Based Compensation

4. Earnings (Loss) per Share

5. Related Party Transactions

6. Property and Equipment, net

7. Intangible Assets, net

8. Prepaid Expenses, Deferred Costs, and Other Assets

9. Accrued Liabilities

10. Long-Term Debt

11. Asset Retirement Obligations

12. Other Liabilities

13. Shareholders’ Equity

14. Employee Benefits

15. Derivative Financial Instruments

16. Fair Value Measurements

17. Commitments and Contingencies

18. Income Taxes

19. Concentration Risk

20. Segment Information 21. Supplemental Guarantor Financial Information 22. New Accounting Pronouncements 23. Supplemental Selected Quarterly Financial Information (Unaudited)

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CARDTRONICS PLC Registered number 10057418 CONSOLIDATED BALANCE SHEETS (In thousands, excluding share and per share amounts)

December 31, 2017 December 31, 2016 ASSETS Current assets: Cash and cash equivalents $ 51,370 $ 73,534 Accounts and notes receivable, net of allowance for doubtful accounts of $2,001 and $1,931 as of December 31, 2017 and December 31, 2016, respectively 105,245 84,156 Inventory, net 14,283 12,527 Restricted cash 48,328 32,213 Prepaid expenses, deferred costs, and other current assets 96,106 67,107 Total current assets 315,332 269,537 Property and equipment, net of accumulated depreciation of $404,141 and $397,972 as of December 31, 2017 and December 31, 2016, respectively 497,902 392,735 Intangible assets, net 209,862 121,230 Goodwill 774,939 533,075 Deferred tax asset, net 6,925 13,004 Prepaid expenses, deferred costs, and other noncurrent assets 57,756 35,115 Total assets $ 1,862,716 $ 1,364,696

LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current portion of other long-term liabilities $ 31,370 $ 28,237 Accounts payable 44,235 44,965 Accrued liabilities 306,945 240,618 Total current liabilities 382,550 313,820 Long-term liabilities: Long-term debt 917,721 502,539 Asset retirement obligations 59,920 45,086 Deferred tax liability, net 37,130 27,625 Other long-term liabilities 75,002 18,691 Total liabilities 1,472,323 907,761

Commitments and contingencies (See Note 17)

Shareholders' equity: Called up share capital (1) 457 453 Share Premium account - - Other Reserves (2) 179,180 179,076 Share Based Payments (2) 137,760 131,965 Retained earnings (includes Accumulated other comprehensive loss, which is presented in a separate lien of the 10-K) 73,075 145,521 Total parent shareholders' equity 390,472 457,015 Noncontrolling interests (79) (80) Total shareholders’ equity 390,393 456,935 Total liabilities and shareholders’ equity $ 1,862,716 $ 1,364,696 (1) Disclosed in the 10-K as Ordinary shares, $0.01 nominal value; 45,696,338 issued and outstanding as of December 31, 2017 and 45,326,430 issued and outstanding as of December 31, 2016. (See Note 13) (2) Disclosed in the 10-K as a component of Additional Paid in Capital.

These accounts were approved by the Board of Directors on April 17, 2018 and were signed on its behalf by:

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CARDTRONICS PLC CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, excluding share and per share amounts)

Year Ended December 31, 2017 2016 2015 Revenues: ATM operating revenues $ 1,451,372 $ 1,212,863 $ 1,134,021 ATM product sales and other revenues 56,227 52,501 66,280 Total revenues 1,507,599 1,265,364 1,200,301 Cost of revenues: Cost of ATM operating revenues (excludes depreciation, accretion, and amortization of intangible assets reported separately below. See Note 1(d)) 951,670 768,200 720,925 Cost of ATM product sales and other revenues 47,450 45,887 62,012 Total cost of revenues 999,120 814,087 782,937 Operating expenses: Selling, general, and administrative expenses 174,237 153,782 140,501 Redomicile-related expenses 782 13,747 — Restructuring expenses 10,354 — — Acquisition and divestiture-related expenses 18,917 9,513 27,127 Goodwill and intangible asset impairment 194,521 — — Depreciation and accretion expense 122,036 90,953 85,030 Amortization of intangible assets 57,866 36,822 38,799 Loss (gain) on disposal and impairment of assets 33,275 81 (14,010) Total operating expenses 611,988 304,898 277,447 (Loss) income from operations (103,509) 146,379 139,917 Other expense: Interest expense, net 35,036 17,360 19,451 Amortization of deferred financing costs and note discount 12,574 11,529 11,363 Other expense 3,524 2,958 3,780 Total other expense 51,134 31,847 34,594 (Loss) income before income taxes (154,643) 114,532 105,323 Income tax (benefit) expense (9,292) 26,622 39,342 Net (loss) income (145,351) 87,910 65,981 Net (loss) income attributable to noncontrolling interests (1) (81) (1,099) Net (loss) income attributable to controlling interests and available to common shareholders $ (145,350) $ 87,991 $ 67,080

Net (loss) income per common share – basic $ (3.19) $ 1.95 $ 1.50 Net (loss) income per common share – diluted $ (3.19) $ 1.92 $ 1.48

Weighted average shares outstanding – basic 45,619,679 45,206,119 44,796,701 Weighted average shares outstanding – diluted 45,619,679 45,821,527 45,368,687

The accompanying notes are an integral part of these consolidated financial statements.

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CARDTRONICS PLC CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (In thousands)

Year Ended December 31, 2017 2016 2015 Net (loss) income $ (145,351) $ 87,910 $ 65,981 Unrealized gain on interest rate swap and foreign currency forward contracts, net of deferred income tax expense of $7,050, $12,228, and $3,742 for the years ended December 31, 2017, 2016, and 2015, respectively. 17,029 15,990 6,058 Foreign currency translation adjustments, net of deferred income tax (benefit) of ($1,226), $(2,548), and $(1,565) for the years ended December 31, 2017, 2016, and 2015 respectively. 56,511 (34,999) (11,177) Other comprehensive income (loss) 73,540 (19,009) (5,119) Total comprehensive (loss) income (71,811) 68,901 60,862 Less: comprehensive income (loss) attributable to noncontrolling interests — (99) (438) Comprehensive (loss) income attributable to controlling interests $ (71,811) $ 69,000 $ 61,300

The accompanying notes are an integral part of these consolidated financial statements.

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CARDTRONICS PLC CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands) Share Common Shares Other Based Retained Treasury Noncontrolling Shares Amount Reserves (1) Payments (2) Earnings (3) Shares Interests Total Balance as of January 1, 2015 44,562 $ 5 $ 263,260 $ (88,906) $ 35,810 $ (97,835) $ (3,611) $ 286,535 Issuance of common shares for share-based compensation, net of forfeitures 530 — 1,107 — — — — 1,107 Repurchase of common shares (138) — — — — (4,731) — (4,731) Share-based compensation expense — — — 19,306 — — — 19,306 Additional tax benefit related to share-based compensation — — — 1,985 — — — 1,985 Unrealized gain on interest rate swap contracts, net of deferred income tax expense of $3,742 — — — — 6,058 — — 6,058 Net income attributable to controlling interests — — — — 67,080 — — 67,080 Net loss attributable to noncontrolling interests — — — — — — (1,099) (1,099) Foreign currency translation adjustments, net of deferred income tax (benefit) of $(1,565) — — — — (11,177) — 661 (10,516) Additional investment in Cardtronics Mexico joint venture — — — — — — 4,068 4,068 Balance as of December 31, 2015 44,954 $ 5 $ 264,367 $ 110,197 $ 97,771 $ (102,566) $ 19 $ 369,793 Issuance of common shares for share-based compensation, net of forfeitures 500 — 450 — — — — 450 Repurchase of common shares (128) — — — — (3,959) — (3,959) Share-based compensation expense — — 21,430 — — — 21,430 Additional tax benefit related to share-based compensation — — — 338 — — — 338 Unrealized gain on interest rate swap contracts, net of deferred income tax expense of $12,228 — — — — 15,990 — — 15,990 Net income attributable to controlling interests — — — — 87,991 — — 87,991 Net loss attributable to noncontrolling interests — — — — — — (81) (81) Foreign currency translation adjustments, net of deferred income tax (benefit) of $(2,548) — — — — (34,999) — (18) (35,017) Change in common shares, treasury shares, and additional paid-in capital associated with the Redomicile Transaction — 448 (85,741) — (21,232) 106,525 — — Balance as of December 31, 2016 45,326 $ 453 $ 179,076 $ 131,965 $ 145,521 $ — $ (80) $ 456,935 Issuance of common shares for share-based compensation, net of forfeitures 370 4 104 — — — — 108 Share-based compensation expense — — 14,375 — — — 14,375 Tax payments related to share-based compensation — — (8,580) — — — (8,580) Unrealized gain on interest rate swap and foreign currency forward contracts, net of deferred income tax expense of $7,050 — — — 16,393 — — 16,393 Net income attributable to controlling interests — — — — (145,350) — — (145,350) Net loss attributable to noncontrolling interests — — — — — — (1) (1) Foreign currency translation adjustments, net of deferred income tax (benefit) of $(1,226) — — — 56,511 — 2 56,513 Balance as of December 31, 2017 45,696 $ 457 $ 179,180 $ 137,760 $ 73,075 $ — $ (79) $ 390,393

(1) Disclosed in the 10-K as Additional Paid in Capital. (2) Component of Additional Paid in Capital in 10-K (3) Presented gross with Accumulated Other Comprehensive loss in 10-K The accompanying notes are an integral part of these consolidated financial statements. 120

CARDTRONICS PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)

Year Ended December 31, 2017 2016 2015 Cash flows from operating activities: Net (loss) income $ (145,351) $ 87,910 $ 65,981 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation, accretion, and amortization of intangible assets 179,902 127,775 123,829 Amortization of deferred financing costs and note discount 12,574 11,529 11,363 Share-based compensation expense 14,395 21,430 19,454 Deferred income tax (benefit) expense (16,298) 9,886 10,993 Loss (gain) on disposal and impairment of assets 33,275 81 (14,010) Other reserves and non-cash items 5,055 1,901 3,145 Goodwill and intangible asset impairment 194,521 — — Changes in assets and liabilities: Decrease (increase) in accounts and notes receivable, net 6,616 (16,284) 17,384 Increase in prepaid expenses, deferred costs, and other current assets (18,679) (12,491) (19,588) Increase in inventory, net (1,673) (1,191) (4,668) Increase in other assets (24,934) (21,955) 8,415 (Decrease) increase in accounts payable (24,938) 15,468 (8,016) Increase in accrued liabilities 1,830 46,508 31,889 Increase (decrease) in other liabilities 1,597 (292) 10,382 Net cash provided by operating activities 217,892 270,275 256,553

Cash flows from investing activities: Additions to property and equipment (144,140) (125,882) (142,349) Acquisitions, net of cash acquired (487,077) (22,669) (103,874) Proceeds from sale of assets and businesses — 9,348 36,661 Net cash used in investing activities (631,217) (139,203) (209,562)

Cash flows from financing activities: Proceeds from borrowings under revolving credit facility 1,081,689 235,368 452,670 Repayments of borrowings under revolving credit facility (976,161) (311,362) (499,551) Proceeds from borrowings of long-term debt 300,000 — — Debt issuance costs (5,704) — — Tax payments related to share-based compensation (8,504) — — Proceeds from exercises of stock options 104 673 1,107 Additional tax benefit related to share-based compensation — 338 1,985 Repurchase of common shares — (3,959) (4,731) Net cash provided by (used in) financing activities 391,424 (78,942) (48,520)

Effect of exchange rate changes on cash (263) (4,893) (4,049) Net (decrease) increase in cash and cash equivalents (22,164) 47,237 (5,578)

Cash and cash equivalents as of beginning of period 73,534 26,297 31,875 Cash and cash equivalents as of end of period $ 51,370 $ 73,534 $ 26,297

Supplemental disclosure of cash flow information: Cash paid for interest $ 31,649 $ 16,718 $ 19,494 Cash paid for income taxes $ 6,367 $ 17,886 $ 28,292

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The accompanying notes are an integral part of these consolidated financial statements.

CARDTRONICS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation and Summary of Significant Accounting Policies

(a) Description of Business

Cardtronics plc, together with its wholly and majority-owned subsidiaries (collectively, the “Company”), provides convenient automated financial related services to consumers through its network of automated teller machines and multi-function financial services kiosks (collectively referred to as “ATMs”). As of December 31, 2017, Cardtronics was the world’s largest ATM owner/operator, providing services to over 230,000 ATMs.

During 2017, 64.4% of the Company’s revenues were derived from operations in North America (including its ATM operations in the U.S., Canada, and Mexico), 26.8% of the Company’s revenues were derived from operations in Europe and Africa (including its ATM operations in the U.K., Ireland, Germany, Spain, South Africa and the recently exited operations in Poland which accounted for less than 1% of total revenues), and 8.8% of the Company’s revenues were derived from the Company’s operations in Australia and New Zealand. As of December 31, 2017, the Company provided processing only services or various forms of managed services solutions to approximately 134,000 ATMs. Under a managed services arrangement, retailers, financial institutions, and ATM distributors rely on Cardtronics to handle some or all of the operational aspects associated with operating and maintaining ATMs, typically in exchange for a monthly service fee, fee per transaction, or fee per service provided.

Through its network, the Company delivers financial related services to cardholders and provides ATM management and ATM equipment-related services (typically under multi-year contracts) to large retail merchants, smaller retailers, and operators of facilities such as shopping malls, airports, and train stations. In doing so, the Company provides its retail partners with a compelling automated solution that helps attract and retain customers, and in turn, increases the likelihood that the ATMs placed at their facilities will be utilized. The Company also owns and operates electronic funds transfer (“EFT”) transaction processing platforms that provide transaction processing services to its network of ATMs, as well as to other ATMs under managed services arrangements. Additionally, in Canada, through the acquisition of DirectCash Payments Inc. (“DCPayments”), the Company provides processing services for issuers of debit cards.

In addition to its retail merchant relationships, the Company also partners with leading financial institutions to brand selected ATMs within its network, including BBVA Compass Bancshares, Inc. (“BBVA”), Citibank, N.A. (“Citibank”), Citizens Financial Group, Inc. (“Citizens”), Cullen/Frost Bankers, Inc. (“Cullen/Frost”), Discover Bank (“Discover”), PNC Bank, N.A. (“PNC Bank”), Santander Bank, N.A. (“Santander”), and TD Bank, N.A. (“TD Bank”) in the U.S.; the Bank of Nova Scotia (“Scotiabank”), TD Bank, Canadian Imperial Bank Commerce (“CIBC”), and DirectCash Bank in Canada; and the Bank of Queensland Limited (“BOQ”) and HSBC Holdings plc (“HSBC”) in Australia. In Mexico, the Company partners with Scotiabank to place their brands on its ATMs in exchange for certain services provided by them. As of December 31, 2017, approximately 20,000 of the Company’s ATMs were under contract with approximately 500 financial institutions to place their logos on the ATMs and to provide convenient surcharge-free access for their banking customers.

The Company owns and operates the Allpoint network (“Allpoint”), the largest surcharge-free ATM network (based on the number of participating ATMs). Allpoint, which has approximately 55,000 participating ATMs, provides surcharge-free ATM access to over 1,000 participating banks, credit unions, and stored-value debit card issuers. For participants, Allpoint provides scale, density, and convenience of surcharge-free ATMs that surpasses the largest banks in the U.S. Allpoint earns either a fixed monthly fee per cardholder or a fixed fee per transaction that is paid by the participants. The Allpoint network includes a majority of the Company’s ATMs in the U.S. and certain ATMs in the U.K., Canada, Mexico, Puerto Rico, and Australia. Allpoint also works with financial institutions that manage stored-value debit card programs on behalf of corporate entities and governmental agencies, including general purpose, payroll, and electronic benefits transfer (“EBT”) cards. Under these programs, the issuing financial 122

institutions pay Allpoint a fee per issued stored-value debit card or per transaction in return for allowing the users of those cards surcharge-free access to Allpoint’s participating ATM network.

The Company’s revenues are generally recurring in nature, and historically have been derived largely from convenience transaction fees, which are paid by cardholders, as well as other transaction-based fees, including interchange fees, which are paid by the cardholder’s financial institution for the use of the ATMs serving their customers and connectivity to the applicable EFT network that transmits data between the ATM and the cardholder’s financial institution. Other revenue sources include: (i) fees for branding ATMs with the logos of financial institutions and providing financial institution cardholders with surcharge free access, (ii) revenues earned by providing managed services (including transaction processing services) solutions to retailers and financial institutions, (iii) fees from financial institutions that participate in the Allpoint surcharge-free network, (iv) fees earned from foreign currency exchange transactions at the ATM, known as dynamic currency conversion, and (v) revenues from the sale of ATMs and ATM-related equipment and other ancillary services.

(b) Basis of Presentation and Consolidation

The consolidated financial statements include the accounts of the Company. All material intercompany accounts and transactions have been eliminated in consolidation. The Company owns a majority (95.7%) interest in, and realizes a majority of the earnings and/or losses of Cardtronics Mexico, and as a result this entity is reflected as a consolidated subsidiary in the financial statements, with the remaining ownership interests not held by the Company being reflected as noncontrolling interests.

In management’s opinion, all normal recurring adjustments necessary for a fair presentation of the Company’s current and prior period financial results have been made. During the year ended December 31, 2017, the Company adopted the provisions of the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-09, Improvements to Employee Stock-Based Payment Accounting (“ASU 2016-09”), which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company utilized the prospective transition method in adopting this new standard and beginning January 1, 2017, the Company recognized all excess tax charges or benefits as income tax expense or benefit in the accompanying Consolidated Statements of Operations and in the accompanying Consolidated Statements of Cash Flows as operating activities. The Company also adopted ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (“ASU 2015-11”), for additional information, see (j) Inventory, net below.

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of this Annual Report on Form 10-K (this “2017 Form 10-K”) and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates include the carrying amount of intangibles, goodwill, asset retirement obligations (“ARO”), contingencies, and valuation allowances for receivables, inventories, and deferred income tax assets. Additionally, the Company is required to make estimates and assumptions related to the valuation of its derivative instruments and share-based compensation. Actual results could differ from those estimates, and these differences could be material to the consolidated financial statements.

(d) Cost of ATM Operating Revenues Presentation

The Company presents the Cost of ATM operating revenues in the accompanying Consolidated Statements of Operations exclusive of depreciation, accretion, and amortization of intangible assets related to ATMs and ATM- related assets.

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The following table reflects the amounts excluded from the Cost of ATM operating revenues line item in the accompanying Consolidated Statements of Operations for the periods presented:

Year Ended December 31, 2017 2016 2015

Depreciation and accretion expenses related to ATMs and ATM-related assets $ 90,138 $ 70,702 $ 64,695 Amortization of intangible assets 57,866 36,822 38,799 Total depreciation, accretion, and amortization of intangible assets excluded from Cost of ATM operating revenues $ 148,004 $ 107,524 $ 103,494

The Company previously reported a Gross profit subtotal line item in the accompanying Consolidated Statements of Operations, but pursuant to interpretations of SEC guidance regarding the calculation and display of this and similarly titled measures, the Company has removed this subtotal line item from its accompanying Consolidated Statements of Operations.

(e) Redomicile to the U.K.

On July 1, 2016, the Cardtronics group of companies changed the location of incorporation of the parent company from Delaware to the U.K. Cardtronics plc, a public limited company organized under English law (“Cardtronics plc”), became the new publicly traded corporate parent of the Cardtronics group of companies following the completion of the merger between Cardtronics, Inc., a Delaware corporation (“Cardtronics Delaware”), and one of its subsidiaries (the “Merger”). The Merger was completed pursuant to the Agreement and Plan of Merger, dated April 27, 2016, the adoption of which was approved by Cardtronics Delaware’s Shareholders on June 28, 2016 (collectively, the “Redomicile Transaction”). Pursuant to the Redomicile Transaction, each issued and outstanding common share of Cardtronics Delaware held immediately prior to the Merger was effectively converted into one Class A Ordinary Share, nominal value $0.01 per share, of Cardtronics plc (collectively “common shares”). Upon completion, the common shares were listed and began trading on The NASDAQ Stock Market LLC under the symbol “CATM,” the same symbol under which common shares of Cardtronics Delaware were formerly listed and traded.

Any references to “the Company” (as defined above) or any similar references relating to periods before the Redomicile Transaction shall be construed as references to Cardtronics Delaware being the previous parent company of the Cardtronics group of companies, and/or its subsidiaries depending on the context. The Redomicile Transaction was accounted for as an internal reorganization of entities under common control and, therefore, the Cardtronics Delaware assets and liabilities have been accounted for at their historical cost basis and not revalued in the transaction.

(f) Restructuring Expenses

During 2017, the Company initiated a global corporate reorganization and cost reduction initiative (the “Restructuring Plan”), intended to improve its cost structure and operating efficiency. The Restructuring Plan included workforce reductions, facilities closures, and other cost reduction measures.

During the three months ended March 31, 2017, the Company incurred $8.2 million of pre-tax expenses related to the Restructuring Plan. These expenses included employee severance costs of $8.0 million and an immaterial amount of lease termination costs. During the three months ended December 31, 2017, the Company recognized an additional $2.2 million of pre-tax expenses primarily related to the wind down of its operations in Poland. These costs are reflected in the Restructuring expenses line item in the accompanying Consolidated Statements of Operations and include contract termination costs related to merchant, bank sponsorship, lease, and other agreements as well as employee severance costs.

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The following table reflects the amounts by segment (for additional information related to the Company’s segments, see Note 20. Segment Information) recorded in the Restructuring expenses line item in the accompanying Consolidated Statements of Operations for December 31, 2017:

Year Ended December 31, 2017 North Europe & America Africa Corporate Total (In thousands) Restructuring expenses $ 3,668 $ 2,942 $ 3,744 $ 10,354

As of December 31, 2017, $5.4 million of the employee severance, lease and contract termination costs, were unpaid and presented within the Current portion of other long-term liabilities, Accrued liabilities, and Other long-term liabilities line items in the accompanying Consolidated Balance Sheets.

As of December 31, 2017 North Europe & America Africa Corporate Total (In thousands) Current portion of other long-term liabilities $ — $ 52 $ — $ 52 Accrued liabilities — 932 2,628 3,560 Other long-term liabilities — 1,440 331 1,771 Total restructuring liabilities $ — $ 2,424 $ 2,959 $ 5,383

The changes in the Company’s restructuring liabilities consisted of the following:

(In thousands) Restructuring liabilities as of January 1, 2017 $ — Restructuring expenses 10,354 Payments (4,971) Restructuring liabilities as of December 31, 2017 $ 5,383

(g) Cash and Cash Equivalents

For purposes of reporting financial condition and cash flows, cash and cash equivalents include cash in bank and short-term deposit sweep accounts. Additionally, the Company maintains cash on deposit with banks that is pledged for a particular use or restricted to support a potential liability. These balances are classified as Restricted cash in the Current assets or Noncurrent assets line items in the accompanying Consolidated Balance Sheets based on when the Company expects this cash to be paid. Current restricted cash consisted of amounts collected on behalf of, but not yet remitted to, certain of the Company’s merchant customers or third-party service providers. The Company held $48.3 million and $32.2 million of Restricted cash in the Current assets line item in the accompanying Consolidated Balance Sheets as of December 31, 2017 and 2016, respectively. These assets are offset by accrued liability balances in the Current liability line item in the accompanying Consolidated Balance Sheets.

(h) ATM Cash Management Program

The Company relies on arrangements with various banks to provide the cash that it uses to fill its Company- owned, and in some cases merchant-owned and managed services ATMs. The Company refers to such cash as “vault cash.” The Company pays a monthly fee based on the average outstanding vault cash balance, as well as fees related to the bundling and preparation of such cash prior to it being loaded in the ATMs. At all times, beneficial ownership of the cash is retained by the vault cash providers, and the Company has no right to the cash and no access to the cash 125

except for the ATMs that are serviced by the Company’s wholly-owned armored courier operations in the U.K. While the U.K. armored courier operations have physical access to the cash loaded in the ATMs, beneficial ownership of that cash remains with the vault cash provider at all times. The Company’s vault cash arrangements expire at various times through November 2021. (For additional information related to the concentration risk associated with the Company’s vault cash arrangements, see Note 19. Concentration Risk.) Based on the foregoing, the ATM vault cash, and the related obligations, are not reflected in the consolidated financial statements. The average outstanding vault cash balance in the Company’s ATMs for the quarters ended December 31, 2017 and 2016 was approximately $3.9 billion and approximately $3.5 billion, respectively.

(i) Accounts Receivable, net of Allowance for Doubtful Accounts

Accounts receivable are comprised of amounts due from the Company’s clearing and settlement banks for transaction revenues earned on transactions processed during the month ending on the balance sheet date, as well as receivables from bank-branding and network-branding customers, and for ATMs and ATM-related equipment sales and service. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses on the Company’s existing accounts receivable. The Company reviews its allowance for doubtful accounts monthly and determines the allowance based on an analysis of its past due accounts. All balances over 90 days past due are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

(j) Inventory, net

The Company has adopted the provisions of ASU 2015-11, which requires entities to measure their inventory at the lower of cost and net realizable value. The adoption of ASU 2015-11, effective for annual periods beginning after December 15, 2016, did not have an impact on the Company’s consolidated financial statements. The Company’s inventory is determined using the average cost method. The Company periodically assesses its inventory, and as necessary, adjusts the carrying values to the lower of cost and net realizable value.

The following table reflects the Company’s primary inventory components:

December 31, 2017 December 31, 2016 (In thousands) ATMs $ 3,181 $ 1,915 ATM spare parts and supplies 12,935 12,556 Total inventory 16,116 14,471 Less: Inventory reserves (1,833) (1,944) Inventory, net $ 14,283 $ 12,527

(k) Property and Equipment, net

Property and equipment are stated at cost, and depreciation is calculated using the straight-line method over estimated useful lives ranging from three to ten years. Most new ATMs are depreciated over eight years and most refurbished ATMs and installation-related costs are depreciated over five years, all on a straight-line basis. Leasehold improvements and property acquired under capital leases are amortized over the useful life of the asset or the lease term, whichever is shorter. Also reported in property and equipment are ATMs and the associated equipment the Company has acquired for future installation or has temporarily removed from service and plans to re-deploy. These ATMs are held as available for deployment or deployments in process and are not depreciated until installed or re- deployed. Significant refurbishment costs that extend the useful life of an asset, or enhance its functionality are capitalized and depreciated over the estimated remaining life of the improved asset. Property and equipment are reviewed for impairment at least annually and additionally whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

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In most of the Company’s markets, maintenance services on ATMs are generally performed by third-party service providers and are generally incurred as a fixed fee per month per ATM. In the U.K. and Canada maintenance services are to differing degrees mostly performed by in-house technicians. In all cases, maintenance costs are expensed as incurred.

Also reported within property and equipment are costs associated with internally-developed products. The Company capitalizes certain internal costs associated with developing new or enhanced products and technology that are expected to benefit multiple future periods through enhanced revenues and/or cost savings and efficiencies. Internally developed projects are placed into service and depreciation is commenced once the products are completed and are available for use. These projects are generally depreciated on a straight-line basis over estimated useful lives of three to five years. During the years ended December, 31, 2017 and 2016, the Company capitalized internal development costs of approximately $5.5 million and $5.0 million, respectively.

Depreciation expense for the years ended December 31, 2017, 2016, and 2015 was $120.2 million, $89.1 million, and $82.8 million, respectively. As of December 31, 2017, the Company did not have any material capital leases outstanding.

(l) Intangible Assets Other Than Goodwill

The Company’s intangible assets include merchant and bank-branding contracts/relationships acquired in connection with acquisitions of ATMs and ATM-related assets (i.e., the right to receive future cash flows related to transactions occurring at these ATM locations), exclusive license agreements and site acquisition costs (i.e., the right to be the exclusive ATM provider, at specific ATM locations, for the time period under contract with a merchant customer), trade names, technology, non-compete agreements, and deferred financing costs relating to the Company’s revolving credit facility (see Note 10. Long-Term Debt).

The estimated fair value of the merchant and bank-branding contracts/relationships within each acquired portfolio is determined based on the estimated net cash flows and useful lives of the underlying merchant or bank-branding contracts/relationships, including expected renewals. The contracts/relationships comprising each acquired portfolio are typically fairly similar in nature with respect to the underlying contractual terms and conditions. Accordingly, the Company generally pools such acquired contracts/relationships into a single intangible asset, by acquired portfolio, for purposes of computing the related amortization expense. The Company amortizes such intangible assets on a straight-line basis over the estimated useful lives of the portfolios to which the assets relate. Because the net cash flows associated with the Company’s acquired merchant and bank-branding contracts/relationships have generally increased subsequent to the acquisition date, the use of a straight-line method of amortization effectively results in an accelerated amortization schedule. The estimated useful life of each portfolio is determined based on the weighted average lives of the expected cash flows associated with the underlying contracts/relationships comprising the portfolio, and takes into consideration expected renewal rates and the terms and significance of the underlying contracts/relationships themselves. Costs incurred by the Company to renew or extend the term of an existing contract/relationship are expensed as incurred, except for any direct payments made to the merchants, which are set up as new intangible assets (exclusive license agreements). Certain acquired merchant and bank-branding contracts/relationships may have unique attributes, such as significant contractual terms or value, and in such cases, the Company will separately account for these contracts/relationships in order to better assess the value and estimated useful lives of the underlying contracts/relationships.

The Company tests its acquired merchant and bank-branding contract/relationship intangible assets for impairment, together with the related ATMs, on an individual merchant and bank-branding contract/relationship basis for the Company’s significant acquired contracts/relationships, and on a pooled or portfolio basis (by acquisition) for all other acquired contracts/relationships. If, subsequent to the acquisition date, circumstances indicate that a shorter estimated useful life is warranted for an acquired portfolio or an individual contract/relationship as a result of changes in the expected future cash flows associated with the individual merchant and bank-branding contracts/relationships comprising that portfolio or individual contract/relationship, then that individual contract/relationship or portfolio’s remaining estimated useful life and related amortization expense are adjusted accordingly on a prospective basis.

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Whenever events or changes in circumstances indicate that a merchant or bank-branding contract/relationship intangible asset may be impaired, the Company evaluates the recoverability of the intangible asset, and the related ATMs, by measuring the related carrying amounts against the estimated undiscounted future cash flows associated with the related contract/relationship or portfolio of contracts/relationships. Should the sum of the expected future net cash flows be less than the carrying values of the tangible and intangible assets being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying values of the ATMs and intangible assets exceeded the calculated fair value.

During September 2017, the Company experienced a significant market shift in Australia, which caused an impairment analysis to be performed that resulted in a $54.5 million impairment of the customer relationships and trade name intangible assets held in the Australia & New Zealand reporting unit. For additional information see (m) Goodwill- Interim Evaluation as of September 30, 2017 and Note 7. Intangible Assets.

(m) Goodwill

Included within the Company’s assets are goodwill balances that have been recognized in conjunction with its purchase accounting for completed business combinations. Under U.S. GAAP, goodwill is not amortized but is evaluated periodically for impairment. The Company performs this evaluation annually as of December 31 or more frequently if there are indicators that suggest the fair value of a reporting unit may be below its carrying value. The Company initially assesses qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment analysis. The qualitative and quantitative evaluations are performed at a reporting unit level. Reporting units are identified based on a number of factors, including: (i) whether or not the group has any recorded goodwill, (ii) the availability of discrete financial information, and (iii) how business unit performance is measured and reported. The Company has identified seven separate reporting units for its goodwill assessments: (i) the U.S. operations, (ii) the U.K. operations, (iii) the Australia & New Zealand operations, (iv) the Canada operations, (v) the South African operations, (vi) the German operations, and (vii) the Mexico operations. Based on a qualitative assessment, if it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative goodwill impairment analysis using a two-step approach to test goodwill for potential impairment. Step One of the quantitative approach compares the estimated fair value of a reporting unit to its carrying value. If the carrying value exceeds the estimated fair value, then a Step Two impairment calculation is performed. Step Two compares the carrying value of the reporting unit to the fair value of all of the assets and liabilities of the reporting unit, as if the reporting unit was newly acquired in a business combination. If the carrying value of a reporting unit’s goodwill exceeds the implied fair value of its goodwill, an impairment loss is recognized. In connection with the identification of potential impairment triggering events, the long-lived assets (intangibles assets other than goodwill and related ATM fixed assets) held by the reporting units may, on the basis of a qualitative and quantitative analysis, be determined to have carrying values that are not recoverable and in excess of their associated fair values, in which case an impairment would also be recognized related to these intangible and fixed assets.

Interim Evaluation as of September 30, 2017

In late September 2017, Australia’s four largest banks, the Commonwealth Bank of Australia (“CBA”), Australia and New Zealand Banking Group Limited (“ANZ”), Westpac Banking Corporation (“Westpac”), and National Australia Bank Limited (“NAB”), each independently announced decisions to remove all direct charges to users on domestic transactions completed on their respective ATM networks. Collectively, these four banks account for approximately one third of the total ATMs in Australia. This unexpected market shift appears to have been instigated by a decision and announcement by CBA, the largest Australian bank, to immediately remove direct charges to all users of its ATMs, regardless of whether or not the ATM user is a customer of the bank. In early October 2017, ANZ, Westpac, and NAB followed by removing direct charges on their ATM networks. Australia has historically been a direct charge ATM market, where cardholders pay a fee (or “direct charge”) to the operator of an ATM for each transaction, unless the ATM where the transaction was completed is part of the cardholder’s issuing bank ATM network. There currently is no broad interchange arrangement in Australia between card issuers and ATM operators to compensate the ATM operator for its service to a financial institution’s cardholder. During the nine months ended September 30, 2017, more than 80% of the Company’s revenues in Australia were sourced from direct charges paid by cardholders. As a result of this introduction of free-to-use ATMs in Australia and the resulting significant increase 128

in availability of free-to-use ATMs to users, the Company determined that its future surcharge revenues in Australia had likely been materially adversely impacted. These developments were identified as an indicator of impairment, and the Company determined that in the presence of this indicator that it was more-likely-than-not that the fair value of the Australia & New Zealand reporting unit had fallen below its carrying value.

In response to the interim indicator of impairment, the Company performed a quantitative Step One analysis to assess the fair value of its reporting units as of September 30, 2017. In this quantitative analysis, the fair value of all of the Company’s reporting units was determined using a combination of the income approach and the market approach. The income approach estimates the fair value of the reporting units based on estimates of the present value of future cash flows. The Company uses significant estimates to develop its forecasts used in the income approach. These estimates include growth rates in revenues and costs, capital expenditure requirements, operating margins and tax rates. The income approach involves many significant estimates and judgments, including valuation multiples assigned to projected earnings before interest expense, income taxes, depreciation and amortization expense (“EBITDA”) to estimate the terminal values of reporting units. The financial forecasts take into consideration many factors, including historical results and operating performance, related industry trends, pricing strategies, customer analysis, operational issues, competitor analysis, and marketplace data, among others. The assumptions used in the discounted cash flow analysis are inherently uncertain and require significant judgment on the part of management.

The discount rates used in the Step One income approach were determined using a weighted average cost of capital that reflected the risks and uncertainties in each reporting unit’s cash flow estimates. The weighted average cost of capital included an estimated cost of debt and equity. The cost of equity was estimated using the capital asset pricing model, which included inputs for a long-term risk-free rate, equity risk premium, country risk premium, and a beta volatility factor estimate. The discount rates utilized in the September 30, 2017 Step One analysis ranged from 9.3% to 16.9% across the Company’s seven reporting units. The market approach resulted in an estimated fair value based on the Company’s market capitalization that is computed using the market price of its common stock and the number of shares outstanding as of the impairment test date. The sum of the estimated fair values for each reporting unit, as computed using the income approach, was then compared to the fair value of the Company as a whole, as determined based on the market approach plus an estimated control premium. All of the assumptions utilized in estimating the fair value of the Company’s reporting units and performing the goodwill impairment test are inherently uncertain and require significant judgment on the part of management.

The Step One analysis, performed as of September 30, 2017 indicated that the fair value of the Company’s Australia & New Zealand reporting unit was significantly below its carrying value. Therefore, the Company engaged a third party valuation expert and proceeded with its Step Two analysis utilizing an income approach consistent with the approach used to perform the purchase accounting for its recent business combinations. With respect to the Company’s forecasted financial projections for its Australia & New Zealand reporting unit, management made certain assumptions regarding the potential impact this triggering event may have on the Company’s future revenues based on inherently uncertain information as a result of the recent market shift. With only very preliminary information available regarding the impact of the recent changes implemented by Australia’s four largest banks, the Company evaluated a range of possible impacts and ultimately determined that there would likely be a significant and prolonged adverse impact on the Company’s ATMs as a result of the banks’ actions described above, and the Company incorporated assumptions related to these potential impacts in its financial forecasts. Management prepared these forecasts based on the best information available at the time, including assumptions related to future transaction volumes and consumer habits. While management attempted to make reasonable and conservative assessments of future activities, those assumptions, and future impairment assessments, are subject to change in the future as actual patterns and transaction volumes develop.

Upon completion of the goodwill impairment analysis as of September 30, 2017, the Company determined that the implied fair value of its goodwill associated with its Australia & New Zealand reporting unit was below its carrying value. Accordingly, the Company recorded a goodwill impairment charge of $140.0 million to reduce the goodwill balance of its Australia & New Zealand reporting unit to its implied fair value. The Company also recognized a $54.5 million impairment of the customer relationships and trade name intangible assets in the Australia & New Zealand reporting unit. The carrying values of these assets were not deemed recoverable via their undiscounted cash flows; therefore, the fair values of these assets were re-evaluated using the income approach as of September 30, 2017, 129

consistent with the approach used to value these assets in conjunction with the acquisition of DCPayments that was completed on January 6, 2017. The goodwill and intangible asset impairment charges are recognized within the Goodwill and intangible asset impairment line item in the accompanying Consolidated Statement of Operations. In addition, the Company recognized an impairment charge of $19.0 million related to other long-lived assets in the Australia & New Zealand reporting unit, and a charge of $2.5 million to adjust the Australia & New Zealand reporting unit inventory to its estimated net realizable value. The other long-lived assets and inventory charges are recognized in the Loss (gain) on disposal and impairment of assets line item in the accompanying Consolidated Statement of Operations. The Company recognized a non-cash income tax benefit of $22.5 million in the three and nine months ended September 30, 2017, to remove the deferred tax liabilities associated with the intangible and fixed assets that were impaired.

Annual Goodwill Impairment Evaluation as of December 31, 2017

As described above, the Company performs its goodwill impairment evaluation annually as of December 31 or more frequently if there are indicators that suggest the fair value of a reporting unit may be below its carrying value. For the goodwill impairment evaluation as of December 31, 2017, the Company elected to forego the qualitative assessment and instead performed the quantitative assessment under the applicable guidance.

The assessment as of December 31, 2017 was prepared using updated forecasts, estimates, and discount rates ranging from approximately 9.9% to 17.2% for the reporting units. This evaluation indicated that the fair value of all the reporting units were in excess of their respective carrying values as of December 31, 2017.

The majority of the Company’s reporting units were determined to be significantly in excess of their carrying value as of December 31, 2017. The fair value of the Company’s Canada reporting unit was not significantly in excess of its carrying value as of December 31, 2017, due to the recent acquisition of the Canada operations of DCPayments in January 2017 at fair value. Management will continue to monitor the transaction volumes, operating performance, and future projections for this reporting unit to determine if there are any impairment indicators in future periods. The estimated combined fair value of all reporting units as of December 31, 2017 resulted in an implied control premium for the enterprise comparable to recent market transactions.

(n) Income Taxes

Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes, which are based on temporary differences between the amount of taxable income and income before provision for income taxes and between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are reported in the consolidated financial statements at current income tax rates. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As the ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the periods in which those temporary differences become deductible, the Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. In the event the Company does not believe it is more likely than not that it will be able to utilize the related tax benefits associated with deferred tax assets, valuation allowances will be recorded to reserve for the assets.

(o) Asset Retirement Obligations (“ARO”)

The Company estimates the fair value of future ARO costs associated with the costs to deinstall its ATMs, and in some cases, restore the ATM sites to their original condition, and recognizes this amount as a liability on a pooled basis based on the estimated deinstallation dates in the period in which it is incurred and can be reasonably estimated. The Company’s estimates of fair value involve discounted future cash flows. The Company capitalizes the initial estimated fair value amount of the ARO asset and depreciates the ARO over the asset’s estimated useful life. Subsequent to recognizing the initial liability, the Company recognizes an ongoing expense for changes in such liabilities due to the passage of time (i.e., accretion expense), which is recorded in the Depreciation and accretion 130

expense line item in the accompanying Consolidated Statements of Operations. As the liability is not revalued on a recurring basis, it is periodically reevaluated based on current machine count and cost estimates. Upon settlement of the liability, the Company recognizes a gain or loss for any difference between the settlement amount and the liability recorded. For additional information related to the Company’s AROs, see Note 11. Asset Retirement Obligations.

(p) Revenue Recognition

ATM operating revenues. Substantially all of the Company’s revenues are from ATM operating and transaction- based fees, which are reflected in the ATM operating revenues line item in the accompanying Consolidated Statements of Operations. ATM operating revenues primarily include the following:

 Surcharge, interchange, and dynamic currency conversion revenues, which are recognized daily as the underlying transactions are processed.

 Bank-branding revenues, which are provided by the Company’s bank-branding arrangements, under which financial institutions generally pay a monthly per ATM fee to the Company to place their brand logo on selected ATMs within the Company’s portfolio. In return, the branding financial institution’s cardholders have access to use those bank-branded ATMs without paying a surcharge fee. The monthly per ATM fees are recognized as revenues on a monthly basis as earned. In addition to the monthly per ATM fees, the Company may also receive a one-time set-up fee per ATM. This set-up fee is separate from the recurring, monthly per ATM fees and is meant to compensate the Company for the burden incurred related to the initial set-up of a bank-branded ATM versus the on-going monthly services provided for the actual bank-branding. The Company has deferred these set-up fees (as well as the corresponding costs associated with the initial set-up) and is recognizing such amounts as revenue (and expense) over the terms of the underlying bank- branding agreements on a straight-line basis.

 Surcharge-free network revenues, which are produced by the operations of the Company’s Allpoint business. The Company allows cardholders of financial institutions that participate in Allpoint to use the Company’s network of ATMs on a surcharge-free basis. In return, the participating financial institutions pay a fixed monthly fee per cardholder or a fixed fee per transaction to the Company. These surcharge-free network fees are recognized as revenues on a monthly basis as earned.

 Managed services revenues, which the Company typically receives a fixed management fee per ATM and/or fixed fee per transaction. While the fixed management fee per ATM and any transaction-based fees are recognized as revenue as earned (generally monthly), the surcharge and interchange fees from the ATMs under the managed services arrangement are earned by the Company’s customer, and therefore, are not recorded as revenue of the Company.

 Other revenues, which includes transaction processing for third party ATM operators, advertising revenues, professional services, and other fees. The Company typically recognizes these revenues as the services are provided and the revenues earned.

ATM product sales. The Company also earns revenues from the sale of ATMs and ATM-related equipment and other non-transaction-based revenues. Such amounts are reflected in the ATM product sales and other revenues line item in the accompanying Consolidated Statements of Operations. These revenues consist primarily of sales of ATMs and ATM-related equipment to merchants operating under merchant-owned arrangements, as well as sales under the Company’s value-added reseller (“VAR”) program with a third party. Revenues related to the sale of ATMs and ATM- related equipment to merchants are recognized when the equipment is delivered to the customer and the Company has completed all required installation and set-up procedures. With respect to the sale of ATMs to associate VARs, the Company recognizes revenues related to such sales when the equipment is delivered to the associate VAR. The Company typically extends 30 day terms and receives payment directly from the associate VAR irrespective of the ultimate sale to a third-party.

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ATM services. The Company also receives revenues from the sale of services to retailers, including the provision of cash delivery and maintenance services. Revenues from this business activity have been reported within the ATM product sales and other revenues line item in the accompanying Consolidated Statements of Operations. The Company recognizes and invoices revenues related to these services when the service has been performed.

Merchant-owned arrangements. In connection with the Company’s merchant-owned ATM arrangements, the Company typically pays all or a sizable portion of the transaction fees that it collects to the merchant as payment for providing, placing, and maintaining the ATM. Pursuant to the guidance in the FASB ASC 605-45-45, Revenue Recognition - Principal Agent Considerations - Other Presentation Matters, the Company has assessed whether to record such payments as a reduction of associated ATM transaction revenues or a cost of revenues. Specifically, if the Company acts as the principal and is the primary obligor in the ATM transactions, provides the processing for the ATM transactions, has significant influence over pricing, and has the risks and rewards of ownership, including a variable earnings component and the risk of loss for collection, the Company recognizes the surcharge and interchange fees on a gross basis and does not reduce its reported revenues for payments made to the various merchants who are also involved in the business activity. As a result, for agreements under which the Company acts as the principal, the Company records the total amounts earned from the underlying ATM transactions as ATM operating revenues and records the related merchant commissions as a cost of ATM operating revenues. However, for those agreements in which the Company does not meet the criteria to qualify as the principal agent in the transaction, the Company does not record the related surcharge and interchange revenue as the rights associated with this revenue stream inure to the benefit of the merchant.

(q) Share-Based Compensation

The Company calculates the fair value of share-based instruments awarded to Company’s Board of Directors (the “Board”) and its employees on the date of grant and recognizes the calculated fair value, net of estimated forfeitures, as compensation expense over the underlying requisite service periods of the related awards. For additional information related to the Company’s share-based compensation, see Note 3. Share-Based Compensation.

(r) Derivative Financial Instruments

The Company utilizes derivative financial instruments to hedge its exposure to changing interest rates related to the Company’s ATM cash management activities, and on a limited basis, the Company’s exposure to foreign currency transactions. The Company does not enter into derivative transactions for speculative or trading purposes, although circumstances may subsequently change the designation of its derivatives to economic hedges.

The Company records derivative instruments at fair value in the accompanying Consolidated Balance Sheets. These derivatives, which consist of interest rate swap and foreign currency forward contracts, are valued using pricing models based on significant other observable inputs (Level 2 inputs under the fair value hierarchy prescribed by U.S. GAAP), while taking into account the credit worthiness of the party that is in the liability position with respect to each trade. The majority of the Company’s derivative transactions have been accounted for as cash flow hedges, and accordingly, changes in the fair values of such derivatives have been reported in the Accumulated other comprehensive loss, net line item in the accompanying Consolidated Balance Sheets. For additional information related to the Company’s derivative financial instruments, see Note 15. Derivative Financial Instruments.

In connection with the issuance of the $287.5 million of 1.00% Convertible Senior Notes due December 2020 (the “Convertible Notes”), the Company entered into separate convertible note hedge and warrant transactions with certain of the initial purchasers to reduce the potential dilutive impact upon the conversion of the Convertible Notes. For additional information related to the Company’s convertible note hedges and warrant transactions, see Note 10. Long-Term Debt.

(s) Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. U.S. GAAP does not require the 132

disclosure of the fair value of lease financing arrangements and non-financial instruments, including intangible assets such as goodwill and the Company’s merchant and bank-branding contracts/relationships. For additional information related to the Company’s fair value evaluation of its financial instruments, see Note 16. Fair Value Measurements.

(t) Foreign Currency Exchange Rate Translation

The Company is exposed to foreign currency exchange rate risk with respect to its international operations. The functional currencies of these international subsidiaries are their respective local currencies. The results of operations of the Company’s international subsidiaries are translated into U.S. dollars using average foreign currency exchange rates in effect during the periods in which those results are recorded and the assets and liabilities are translated using the foreign currency exchange rate in effect as of each balance sheet reporting date. These resulting translation adjustments have been recorded in the Accumulated other comprehensive loss, net line item in the accompanying Consolidated Balance Sheets.

The Company currently believes that the unremitted earnings of all of its international subsidiaries will be reinvested in the corresponding country of origin for an indefinite period of time. Accordingly, no deferred taxes have been provided for the differences between the Company’s book basis and underlying tax basis in those subsidiaries or on the foreign currency translation adjustment amounts.

(u) Treasury Shares

Immediately prior to the Redomicile Transaction, 7,310,022 treasury shares of Cardtronics Delaware with a cost basis of $106.5 million were cancelled with the offsetting impact recorded in the Additional paid-in capital and Retained earnings line items in the accompanying Consolidated Balance Sheets. As a result, the Company does not currently hold any treasury shares. Prior to the Redomicile Transaction, treasury shares were recorded at cost and carried as a reduction to Shareholders’ equity.

(v) Advertising Costs

Advertising costs are expensed as incurred and totaled $5.0 million, $5.0 million, and $5.4 million during the years ended December 31, 2017, 2016, and 2015, respectively, and are reported in the Selling, general, and administrative expenses line item in the accompanying Consolidated Statements of Operations.

(w) Working Capital Deficit

The Company’s surcharge and interchange revenues are typically collected in cash on a daily basis or within a short period of time subsequent to the end of each month. However, the Company typically pays its vendors on 30 day terms and is not required to pay certain of its merchants until 20 days after the end of each calendar month. As a result, the Company will typically utilize the excess available cash flow to reduce borrowings made under the Company’s revolving credit facility. Accordingly, the Company’s balance sheets will often reflect a working capital deficit position. The Company considers such a presentation to be a normal part of its ongoing operations.

(x) Contingencies

The Company evaluates its accounting and disclosures for contingencies on a recurring basis in accordance with U.S. GAAP. As of December 31, 2017, the Company had a material contingent liability for acquisition-related contingent consideration associated with its purchase of Spark ATM Systems Pty Ltd. See additional discussion in Note. 2 Acquisitions and Divestitures and Note. 17 Commitments and Contingencies. .

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(2) Acquisitions and Divestitures

Sunwin Services Group Acquisition

On November 3, 2014, the Company completed the acquisition of Sunwin Services Group, (“Sunwin”) in the U.K., a subsidiary of the Co-operative Group, for aggregate cash consideration of £41.5 million, or $66.4 million. Sunwin’s primary business is providing secure cash logistics and ATM maintenance services to ATMs and other services to retail locations. The Company also acquired approximately 2,000 ATMs from Co-op Bank and secured an exclusive ATM placement agreement to operate ATMs at Co-operative Food locations. The Company has accounted for these transactions as if they were all related due to the timing of the transactions being completed and the dependency of the transactions on each other. The Company completed the purchase accounting for Sunwin in June 2015. On July 1, 2015, the Company completed the divestiture of its retail cash-in-transit operation in the U.K. This business was primarily engaged in the collection of cash from retail locations and was originally acquired through the Sunwin acquisition completed in November 2014. The Company recognized divestiture proceeds at their estimated fair value of $39 million in 2015. The net pre-tax gain recognized on this transaction was $1.8 million and $16.6 million in the years ended December 31, 2016 and 2015, respectively. The Company completed the purchase accounting in the fourth quarter of 2016, recognizing no additional adjustments to the preliminary opening balance sheet.

Columbus Data Services, L.L.C. Acquisition

On July 1, 2015, the Company completed the acquisition of Columbus Data Services, L.L.C. (“CDS”) for total purchase consideration of $80.6 million. CDS is a leading independent transaction processor for ATM deployers and payment card issuers, providing leading-edge solutions to ATM sales and service organizations and financial institutions. CDS operates as a separate division of the Company. The total purchase consideration for CDS was allocated to the assets acquired and liabilities assumed, including identifiable tangible and intangible assets, based on their respective fair values estimated at the date of acquisition. The estimated fair values of the intangible assets included the acquired customer relationships’ valued at $16.5 million, technology valued at $7.8 million, and other intangible assets valued at $1.7 million. Intangible values were estimated utilizing primarily a discounted cash flow approach, with the assistance of an independent appraisal firm. The tangible assets acquired included property and equipment, and were recorded at their estimated fair value of $4.6 million, utilizing the market and cost approaches. The purchase consideration allocation resulted in goodwill of $52.7 million. The Company completed the purchase accounting for CDS in the first quarter of 2016, recognizing no additional adjustments to the preliminary opening balance sheet. All of the goodwill and intangible asset amounts are expected to be deductible for income tax purposes.

On April 13, 2016, the Company completed the acquisition of a 2,600 location ATM portfolio in the U.S. from a major financial institution. This acquisition was affected through multiple closings taking place primarily in April 2016. The total purchase consideration of approximately $13.8 million was paid in installments corresponding to each close. In conjunction with this transaction, the Company recognized property and equipment of $8.3 million, contract intangibles and prepaid merchant commissions of $7.1 million, and asset retirement obligations of $1.6 million. The Company completed the purchase accounting in the fourth quarter of 2016, recognizing no additional adjustments to the preliminary opening balance sheet.

DirectCash Payments Inc. Acquisition

On January 6, 2017, the Company completed the acquisition of DCPayments, whereby DCPayments became a wholly-owned indirect subsidiary of the Company. In connection with the closing of the acquisition, each DCPayments common share was acquired for Canadian Dollars $19.00 in cash per common share, and the Company also repaid the outstanding third-party indebtedness of DCPayments, the combined aggregate of which represented a total transaction value of approximately $658 million Canadian Dollars (approximately $495 million U.S. dollars). The total amount paid for the acquisition at closing was financed with cash on hand and borrowings under the Company’s revolving credit facility.

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As a result of the DCPayments acquisition, the Company significantly increased the size of its Canada, Mexico, and U.K. operations and entered into the Australia and New Zealand markets. With this acquisition, the Company added approximately 25,000 ATMs to its global ATM count.

On September 22, 2017, the U.K. Competition and Markets Authority (the “CMA”) completed its regulatory review and approved the merger of the DCPayments U.K. business with the Company’s existing U.K. operations. Prior to the CMA approval, the DCPayments U.K. business operated separately from the Company’s existing U.K. operations with the DCPayments pre-acquisition management running the business independently from the Company’s management. The Company is in the process of integrating its existing U.K. operations with the DCPayments U.K. operations.

The results of DCPayments operations have been included in the accompanying Consolidated Statements of Operations subsequent to the January 6, 2017 acquisition date and disclosure of the associated 2017 revenue and earnings is impracticable given the level of integration achieved during 2017. The income from operations includes $17.8 million and $4.0 million of acquisition-related expenses in the years ended December 31, 2017 and 2016.

The DCPayments acquisition was accounted for as a business combination using the purchase method of accounting under the provisions of Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). In accordance with ASC 805, all assets acquired and liabilities assumed have been recorded at their estimated fair value as of the acquisition date and any excess of the purchase consideration over the fair value of the identifiable assets acquired and liabilities assumed has been recognized as goodwill. The Company completed its fair value purchase allocation and purchase accounting in December 2017, which resulted in a goodwill allocation of approximately $300.3 million, of which $107.4 million, $51.3 million, and $141.6 million has been assigned to the Company’s North America, Europe & Africa, and Australia & New Zealand reporting segments, respectively. The recognized goodwill was primarily attributable to expected revenue and cost synergies from the acquisition. None of the goodwill or intangible asset amounts are expected to be deductible for income tax purposes; however, the Company acquired certain tax assets in the form of accumulated net operating loss carryforwards and capital allowances, which at the date of acquisition the Company expected to utilize.

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The following table summarizes the final estimated fair values of the assets acquired and liabilities assumed as of the acquisition date:

(In thousands) Cash and cash equivalents $ 28,227 Accounts and notes receivable 14,841 Inventory 977 Restricted cash 2,475 Prepaid expenses, deferred costs, and other current assets 3,157 Property and equipment 68,842 Intangible assets 182,075 Goodwill 300,266 Prepaid expenses, deferred costs, and other noncurrent assets 674 Total assets acquired $ 601,534

Current portion of other long-term liabilities $ 10,852 Accounts payable and other current liabilities 51,453 Asset retirement obligations 8,906 Deferred tax liability 23,213 Other long-term liabilities 11,631 Total liabilities assumed $ 106,055

Net assets acquired $ 495,479

The fair values of intangible assets acquired were estimated utilizing an income approach, with the assistance of an independent appraisal firm. The acquired intangible assets are being amortized on a straight-line basis, over the estimated lives. At the date of the acquisition the estimated fair values consisted of the following:

Estimated Useful Fair Values Lives (In thousands) Merchant contracts/relationships $ 171,382 8 years Trade names: definite-lived 10,693 3 years Total intangible assets acquired $ 182,075

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Pro Forma Results of Operations - unaudited

The following table presents certain unaudited pro forma combined results of operations of the Company and the acquired DCPayments operations for the year ended December 31, 2016, after giving effect to certain pro forma and conforming accounting adjustments including: (i) amortization of acquired intangible assets, (ii) the impact of certain fair value adjustments such as depreciation on the acquired property and equipment, (iii) an interest expense adjustment for the net impact of the removal of the interest expense on the historical long-term debt of DCPayments that was repaid and the new interest expense on additional borrowings incurred by the Company to fund the acquisition, and (iv) a conforming adjustment to recognize certain DCPayments surcharge revenues on a gross basis (not reduced by merchant commission payments), consistent with the Company policy and practice, and other less significant conforming accounting adjustments.

Year Ended December 31, 2016 As Reported Pro Forma (Unaudited) (In thousands, excluding per share amounts) Total revenues $ 1,265,364 $ 1,530,072 Net income attributable to controlling interests and available to common

shareholders 87,991 80,945

Net income per common share – basic $ 1.95 $ 1.79 Net income per common share – diluted $ 1.92 $ 1.77

The unaudited pro forma combined results of operations for the year ended December 31, 2016, reflected in the table above, do not include the impact of other acquisitions completed since December 31, 2016, as these transactions did not have a material impact on the overall consolidated financial statements. This unaudited pro forma combined results of operations do not reflect the impact of any potential operating efficiencies, savings from expected synergies, or costs to integrate the operations. The unaudited pro forma combined results of operations are not necessarily indicative of the future results to be expected for the Company’s consolidated results of operations. As discussed in Note 1. Basis of Presentation and Summary of Significant Accounting Policies — (m) Goodwill, the Company recognized significant impairment charges related to the acquired Australia operations during the year ended December 31, 2017.

Other Acquisitions

On January 31, 2017, the Company completed the acquisition of Spark ATM Systems Pty Ltd. (“Spark”), an independent ATM deployer in South Africa, with a growing network of approximately 2,300 ATMs. The initial purchase consideration of approximately $19.5 million was paid in cash. In addition to the initial consideration, the total purchase price also includes potential additional contingent consideration of up to approximately $59.6 million at the January 31, 2017 foreign currency exchange rate. The contingent consideration will vary based upon performance relative to certain agreed upon earnings targets in 2019 and 2020 and would be payable to the previous investors in the business. The estimated acquisition date fair value of the contingent consideration was approximately $34.8 million, at the January 31, 2017 foreign currency exchange rate, as determined with the assistance of an independent appraisal firm using forecasted future financial projections and other Level 3 inputs (for additional information related to the Company’s fair value estimates see Note 16. Fair Value Measurements). During the year ended December 31, 2017, the Company recorded expenses of $3.9 million, in the Other expense line item in the accompanying Consolidated Statements of Operations related to changes in the estimated fair value of the contingent consideration arrangement. In future periods, the Company may record additional expense or may reduce its expense to account for revisions to the amount expected to be paid related to the contingent payment element, which will vary based on actual and expected performance. In conjunction with the transaction, the Company recognized property and equipment of approximately $5.3 million, intangible assets of $2.8 million, Asset Retirement Obligations (“ARO”) of

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approximately $0.4 million, other net liabilities of approximately $1.5 million, and goodwill of approximately $48.2 million. The Company completed the purchase accounting for this acquisition during the fourth quarter of 2017.

(3) Share-Based Compensation

The Company accounts for its share-based compensation by recognizing the grant date fair value of share-based awards, net of estimated forfeitures, as share-based compensation expense over the underlying requisite service periods of the related awards. The grant date fair value is based upon the Company’s share price on the date of grant.

The following table reflects the total share-based compensation expense amounts reported in the accompanying Consolidated Statements of Operations:

Year Ended December 31, 2017 2016 2015 (In thousands) Cost of ATM operating revenues $ 543 $ 875 $ 1,218 Selling, general, and administrative expenses 13,852 20,555 18,236 Total share-based compensation expense $ 14,395 $ 21,430 $ 19,454

Total share-based compensation expense decreased $7.0 million during the year ended December 31, 2017 compared to the prior year partially due to: (i) a lower expected payout for the performance-based awards compared to the prior year and (ii) a higher level of forfeitures during the period as a result of the Company’s Restructuring Plan and the associated employee terminations. The employee terminations resulted in the net reversal of $1.5 million in share-based compensation expense during the three months ended March 31, 2017. Total share-based compensation expense increased $2.0 million during the year ended December 31, 2016 compared to the prior year due to the timing and amount of grants made during preceding periods and additional estimated expense related to performance-based awards in 2016.

Share-based compensation plans. The Company currently has two long-term incentive plans - the Third Amended and Restated 2007 Stock Incentive Plan (as amended, the “2007 Plan”) and the 2001 Stock Incentive Plan (“2001 Plan”). The purpose of each of these plans is to provide members of the Board and employees of the Company additional incentive and reward opportunities designed to enhance the profitable growth of the Company. Equity grants awarded under these plans generally vest in various increments over four years based on continued employment. The Company handles stock option exercises and other share grants through the issuance of new common shares.

In conjunction with the Redomicile Transaction, on July 1, 2016, Cardtronics plc executed a deed of assumption pursuant to which Cardtronics plc adopted the 2007 Plan and assumed all outstanding awards granted under the 2007 Plan (including awards granted under the 2007 Plan prior to the completion of the Redomicile Transaction) and the 2001 Stock Incentive Plan of Cardtronics Delaware, as amended. All grants during the periods above were made under the 2007 Plan.

2007 Plan. The 2007 Plan provides for the granting of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code, options that do not constitute incentive stock options, Restricted Stock Awards (“RSAs”), phantom share awards, Restricted Stock Units (“RSUs”), bonus share awards, performance awards, and annual incentive awards. The number of common shares that may be issued under the 2007 Plan may not exceed 9,679,393 shares. The shares issued under the 2007 Plan are subject to further adjustment to reflect share dividends, share splits, recapitalizations, and similar changes in the Company’s capital structure. As of December 31, 2017, 416,500 options and 6,420,855 shares of RSAs and RSUs, net of cancellations, had been granted under the 2007 Plan, and options to purchase 300,625 common shares have been exercised.

2001 Plan. No awards were granted in 2017, 2016, and 2015 under the Company’s 2001 Plan. As of December 31, 2017, options to purchase an aggregate of 6,438,172 common shares (net of options cancelled) had

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been granted pursuant to the 2001 Plan, all of which the Company considered as non-qualified stock options, and 6,306,821 of these options had been exercised.

Restricted Stock Units. The Company grants RSUs under its Long-term Incentive Plan (“LTIP”), which is an annual equity award program under the 2007 Plan. The ultimate number of RSUs that are determined to be earned under the LTIP are approved by the Compensation Committee of the Company’s Board of Directors on an annual basis, based on the Company’s achievement of certain performance levels during the calendar year of its grant. The majority of these grants have both a performance-based and a service-based vesting schedule (“Performance-RSUs”), and the Company recognizes the related compensation expense based on the estimated performance levels that management believes will ultimately be met. A portion of the awards have only a service-based vesting schedule (“Time-RSUs”), for which the associated expense is recognized ratably over four years. Performance-RSUs and Time- RSUs are convertible into the Company’s common shares after the passage of the vesting periods, which are 24, 36, and 48 months from January 31 of the grant year, at the rate of 50%, 25%, and 25%, respectively. Performance-RSUs will be earned only if the Company achieves certain performance levels. Although the Performance-RSUs are not considered to be earned and outstanding until at least the minimum performance metrics are met, the Company recognizes the related compensation expense over the requisite service period (or to an employee’s qualified retirement date, if earlier) using a graded vesting methodology. RSUs are also granted outside of LTIPs, with or without performance-based vesting requirements.

The number of the Company’s non-vested RSUs as of December 31, 2017, and changes during the year ended December 31, 2017, are presented below:

Weighted Average Number of Grant Date Shares Fair Value Non-vested RSUs as of January 1, 2017 971,751 $ 37.08 Granted 723,654 $ 37.80 Vested (532,815) $ 36.57 Forfeited (156,581) $ 37.01 Non-vested RSUs as of December 31, 2017 1,006,009 $ 37.88

The above table only includes earned RSUs; therefore, the Performance-RSUs granted in 2017 but not yet earned are not included. The number of Performance-RSUs granted at target in 2017, net of estimated forfeitures, was 241,550 units with a grant date fair value of $37.72 per unit. Time-RSUs are included as granted. The weighted average grant date fair value of the RSUs granted was $37.80, $37.63, and $38.35 for the years ended December 31, 2017, 2016, and 2015 respectively. The total fair value of RSUs that vested during the years ended December 31, 2017, 2016, and 2015 was $26.0 million, $16.1 million, and $14.7 million, respectively. Compensation expense associated with RSUs totaled $14.5 million, $21.0 million, and $18.6 million for the years ended December 31, 2017, 2016, and 2015, respectively. As of December 31, 2017, the unrecognized compensation expense associated with earned RSUs was $11.4 million, which will be recognized using a graded vesting schedule for Performance-RSUs and a straight-line vesting schedule for Time-RSUs, over a remaining weighted average vesting period of approximately 2.4 years.

Restricted Stock Awards. As of December 31, 2017, all RSAs had fully vested and the Company had no unrecognized compensation expense. The Company ceased granting RSAs in 2013.

Options. As of December 31, 2017, there were 1,250 outstanding and exercisable options with a weighted average grant date fair value of $9.69. The Company has not granted any options since 2010. As of December 31, 2017, the Company had no unrecognized compensation expense associated with outstanding options as all the remaining outstanding options became fully vested during 2015.

(4) Earnings (Loss) per Share

The Company reports its earnings per share under the two-class method. Under this method, potentially dilutive securities are excluded from the calculation of diluted earnings per share (as well as their related impact on the net 139

income available to common shareholders) when their impact on net income available to common shareholders is anti-dilutive.

For the year ended December 31, 2017, the Company incurred a net loss, and accordingly, excluded all potentially dilutive securities from the calculation of diluted (loss) earnings per share as their impact on the net loss available to common shareholders was anti-dilutive. Potentially dilutive securities for the years ended December 31, 2017, 2016, and 2015 included all outstanding stock options, RSAs, and RSUs, which were included in the calculation of diluted earnings per share for these periods. The potentially dilutive effect of outstanding warrants and the underlying shares exercisable under the Company’s Convertible Notes were excluded from diluted shares outstanding because the exercise price exceeded the average market price of the Company’s common shares in the periods presented. The effect of the note hedge the Company purchased to offset the underlying conversion option embedded in its Convertible Notes was also excluded, as the effect is anti-dilutive.

Additionally, the restricted shares issued by the Company under RSAs have a non-forfeitable right to cash dividends, if and when declared by the Company. Accordingly, restricted shares issued under RSAs are considered to be participating securities and, as such, the Company has allocated the undistributed earnings for the years ended December 31, 2016 and 2015 among the Company’s outstanding common shares and issued but unvested restricted shares. For December 31, 2017, the undistributed loss was not allocated to the vested restricted shares as they do not carry an obligation to share in losses.

Accordingly, the allocated details are as follows:

(Loss) Earnings per Share (in thousands, excluding share and per share amounts)

2017 Weighted Average Shares Loss per Loss Outstanding Share Basic: Net (loss) attributable to controlling interests and available to common shareholders $ (145,350) Less: Undistributed earnings allocated to unvested RSAs — Net (loss) available to common shareholders $ (145,350) 45,619,679 $ (3.19)

Diluted: Effect of dilutive securities: Add: Undistributed earnings allocated to restricted shares $ — Stock options added to the denominator under the treasury stock method — RSUs added to the denominator under the treasury stock method — Less: Undistributed earnings reallocated to RSAs — Net (loss) available to common shareholders and assumed conversions $ (145,350) 45,619,679 $ (3.19)

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2016 2015 Weighted Weighted Average Earnings Average Earnings Shares per Shares per Income Outstanding Share Income Outstanding Share Basic: Net income attributable to controlling interests and available to common shareholders $ 87,991 $ 67,080 Less: Undistributed earnings allocated to unvested RSAs (42) (94) Net income available to common shareholders $ 87,949 45,206,119 $ 1.95 $ 66,986 44,796,701 $ 1.50

Diluted: Effect of dilutive securities: Add: Undistributed earnings allocated to restricted shares $ 42 $ 94 Stock options added to the denominator under the treasury stock method 24,509 63,657 RSUs added to the denominator under the treasury stock method 590,899 508,329 Less: Undistributed earnings reallocated to RSAs (41) (93) Net income available to common shareholders and assumed conversions $ 87,950 45,821,527 $ 1.92 $ 66,987 45,368,687 $ 1.48

Potentially dilutive common shares related to restricted shares issued by the Company under RSAs were 2,821 for December 31, 2017. The computation of diluted earnings per share excluded potentially dilutive common shares related to restricted shares issued by the Company under RSAs of 12,316, and 31,005 shares for the years ended December 31, 2016 and 2015, respectively, because the effect of including these shares in the computation would have been anti-dilutive.

(5) Related Party Transactions

Board members. Dennis Lynch, a member of the Board, is a member of the Board of Directors for Fiserv, Inc. (“Fiserv”). Additionally, Jorge Diaz, also a member of the Board, is the Division President and Chief Executive Officer of Fiserv Output Solutions, a division of Fiserv. During the years ended December 31, 2017, 2016, and 2015, Fiserv provided the Company with third-party services during the normal course of business, including transaction processing, network hosting, network sponsorship, and cash management. The amounts paid to Fiserv in each of these years is immaterial to the Company’s financial statements.

G. Patrick Philips, a member of the Board, a member of the Board, is a member of the Board of Directors for USAA Federal Savings Bank (“USAA FSB”). During the years ended December 31, 2017, 2016, and 2015, the Company provided bank-branding and Allpoint services to USAA on terms that are generally consistent with its other customers for similar services.

BANSI, S.A. Institución de Banca Multiple (“Bansi”). Bansi, an entity that owns a noncontrolling interest in the Company’s subsidiary, Cardtronics Mexico, provides various ATM management services to Cardtronics Mexico in the normal course of business, including serving as one of the vault cash providers and bank sponsors, as well as providing other miscellaneous services. The amounts paid to Bansi for each of the years ended December 31, 2017, 2016, and 2015 were immaterial to the Company’s financial statements.

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(6) Property and Equipment, net

The Company’s property and equipment consisted of the following:

December 31, 2017 December 31, 2016 (In thousands) ATM equipment and related costs $ 661,108 $ 633,905 Technology assets 146,489 97,152 Facilities, equipment, and other 94,446 59,650 Total property and equipment 902,043 790,707 Less: Accumulated depreciation (404,141) (397,972) Property and equipment, net $ 497,902 $ 392,735

As discussed in Note 1. Basis of Presentation and Summary of Significant Accounting Policies - (k) Property and Equipment, net, the property and equipment balances include assets available for deployment and deployments in process of $50.5 million and $66.1 million as of December 31, 2017 and 2016, respectively.

(7) Intangible Assets, net

Intangible Assets with Indefinite Lives

The following tables present the net carrying amount of the Company’s intangible assets with indefinite lives as of December 31, 2017 and 2016, as well as the changes in the net carrying amounts for the years ended December 31, 2017 and 2016 by segment:

North Europe & Australia & America (1) Africa (2) New Zealand Total (In thousands) Goodwill, gross as of January 1, 2016 $ 452,270 $ 146,669 $ — $ 598,939 Accumulated impairment loss — (50,003) — (50,003) Goodwill, net as of January 1, 2016 $ 452,270 $ 96,666 $ — $ 548,936

Intersegment allocation — — — — Foreign currency translation adjustments (38) (15,823) — (15,861)

Goodwill, gross as of December 31, 2016 $ 452,232 $ 130,846 $ — $ 583,078 Accumulated impairment loss — (50,003) — (50,003) Goodwill, net as of December 31, 2016 $ 452,232 $ 80,843 $ — $ 533,075

Acquisitions 107,442 99,465 141,557 348,464 Foreign currency translation adjustments 6,043 16,238 11,157 33,438 Impairment loss — — (140,038) (140,038)

Goodwill, gross as of December 31, 2017 $ 565,717 $ 246,549 $ 152,714 $ 964,980 Accumulated impairment loss — (50,003) (140,038) (190,041) Goodwill, net as of December 31, 2017 $ 565,717 $ 196,546 $ 12,676 $ 774,939

(1) The North America segment is comprised of the Company’s operations in the U.S., Canada, Mexico, and Puerto Rico. (2) The Europe & Africa segment is comprised of the Company’s operations in the U.K., Ireland, Germany, Spain, South Africa, Poland, and its ATM advertising business, i-design group plc (“i-design”).

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Trade Name: Indefinite-lived North Europe & America (1) Africa (2) Total (In thousands) Balance as of January 1, 2016 $ 1,900 $ 416 $ 2,316 Reclassification to definite-lived trade name (1,700) — (1,700) Foreign currency translation adjustments — 3 3 Trade names: indefinite-lived as of December 31, 2016 $ 200 $ 419 $ 619 Foreign currency translation adjustments — 40 40 Trade names: indefinite-lived as of December 31, 2017 $ 200 $ 459 $ 659

Intangible Assets with Definite Lives

The following table presents the Company’s intangible assets that were subject to amortization:

December 31, 2017 December 31, 2016 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount (In thousands) Merchant and bank-branding contracts/relationships $ 490,332 $ (299,801) $ 190,531 $ 353,334 $ (248,428) $ 104,906 Trade names: definite-lived 18,480 (7,091) 11,389 11,618 (3,674) 7,944 Technology 10,901 (5,230) 5,671 10,718 (4,781) 5,937 Non-compete agreements 4,438 (4,308) 130 4,351 (4,057) 294 Revolving credit facility deferred financing costs 2,730 (1,248) 1,482 3,770 (2,240) 1,530 Total intangible assets with definite lives $ 526,881 $ (317,678) $ 209,203 $ 383,791 $ (263,180) $ 120,611

The majority of the Company’s intangible assets with definite lives are being amortized over the assets’ estimated useful lives utilizing the straight-line method. Estimated useful lives range from four to ten years for merchant and bank-branding contracts/relationships, two to ten years for exclusive license agreements, one to fifteen years for finite- lived trade names, three years for acquired technology, and one to five years for non-compete agreements. Deferred financing costs relating to the Company’s revolving credit facility are amortized through interest expense over the contractual term of the revolving credit facility utilizing the effective interest method. The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in a reduction in fair value or a revision of those estimated useful lives.

Amortization of definite-lived intangible assets is recorded in the Amortization of intangible assets line item in the accompanying Consolidated Statements of Operations, except for deferred financing costs related to the revolving credit facility and certain exclusive license agreements. Amortization of the revolving credit facility deferred financing costs is combined with the amortization of note discount related to other debt instruments and is recorded in the Amortization of deferred financing costs and note discount line item in the accompanying Consolidated Statements of Operations. Certain exclusive license agreements that were effectively prepayments of merchant fees were amortized through the Cost of ATM operating revenues line item in the accompanying Consolidated Statements of Operations during the years ended December 31, 2017, 2016, and 2015 and totaled $10.0 million, $8.9 million, and $5.9 million, respectively.

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The Company’s intangible assets acquired during the years ended December 31, 2017 and 2016 consisted of the following:

Weighted Weighted Amount Average Amount Average Acquired in Amortization Acquired Amortization 2017 Period in 2016 Period (In thousands) Merchant and bank-branding contracts/relationships $ 174,210 8.0 years $ 12,551 5.6 years Trade name: definite-lived 10,693 3.0 years – Total $ 184,903 $ 12,551

Estimated amortization for the Company’s intangible assets with definite lives as of December 31, 2017, for each of the next five years, and thereafter is as follows (in thousands):

2018 $ 55,132 2019 51,182 2020 40,368 2021 32,014 2022 28,107 Thereafter 2,400 Total $ 209,203

. (8) Prepaid Expenses, Deferred Costs, and Other Assets

The Company’s prepaid expenses, deferred costs, and other assets consisted of the following:

December 31, 2017 December 31, 2016 (In thousands) Current portion of prepaid expenses, deferred costs, and other current assets Prepaid expenses $ 44,480 $ 29,380 Interest rate swap contracts 1,154 — Deferred costs and other current assets 50,472 37,727 Total $ 96,106 $ 67,107

Noncurrent portion of prepaid expenses, deferred costs, and other noncurrent assets Prepaid expenses $ 34,264 $ 17,049 Interest rate swap contracts 14,467 14,137 Deferred costs and other noncurrent assets 9,025 3,929 Total $ 57,756 $ 35,115

As of December 31, 2017, the Company’s deferred costs and other current assets included settlement receivables of $17.6 million and other amounts recoverable from the Company’s merchant customers.

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(9) Accrued Liabilities

The Company’s accrued liabilities consisted of the following:

December 31, 2017 December 31, 2016 (In thousands) Accrued merchant settlement $ 101,366 $ 77,142 Accrued merchant fees 57,079 40,369 Accrued taxes 35,759 32,982 Accrued compensation 24,044 19,150 Accrued cash management fees 16,604 9,894 Accrued interest 8,679 6,174 Accrued processing costs 7,830 5,918 Accrued maintenance 3,927 8,473 Accrued armored 6,654 6,354 Accrued purchases 4,631 6,249 Accrued telecommunications costs 1,413 1,841 Accrued interest on interest rate swap contracts 1,070 2,152 Other accrued expenses 37,889 23,920 Total accrued liabilities $ 306,945 $ 240,618

As of December 31, 2017, the Accrued compensation line item included $3.6 million of employee severance costs associated with the Company’s Restructuring Plan. The increase in the Other accrued expenses line item is primarily attributed to additional liabilities assumed with the DCPayments acquisition.

(10) Long-Term Debt

The Company’s carrying value of long-term debt consisted of the following:

December 31, 2017 December 31, 2016 (In thousands) Revolving credit facility, including swingline credit facility (weighted average combined interest rate of 3.2% and 4.0% as of December 31, 2017 and December 31, 2016, respectively) $ 122,461 $ 14,100 1.00% Convertible Senior Notes due 2020, net of unamortized discount and capitalized debt issuance costs 251,973 241,068 5.125% Senior Notes due 2022, net of capitalized debt issuance costs 248,038 247,371 5.50% Senior Notes due 2025, net of capitalized debt issuance costs 295,249 — Total long-term debt $ 917,721 $ 502,539

The 1.00% Convertible Notes due 2020 (the “Convertible Notes”) with a face value of $287.5 million are presented net of unamortized discount and capitalized debt issuance costs of $35.5 million and $46.4 million as of December 31, 2017 and December 31, 2016, respectively. The 5.125% Senior Notes due 2022 (the “2022 Notes”) with a face value of $250.0 million are presented net of capitalized debt issuance costs of $2.0 million and $2.6 million as of December 31, 2017 and December 31, 2016, respectively. The 5.50% Senior Notes due 2025 (the “2025 Notes”) with a face value of $300.0 million are presented net of capitalized debt issuance costs of $4.8 million as of December 31, 2017.

Revolving Credit Facility

As of December 31, 2017, the Company had a $400.0 million revolving credit facility, which matures on July 1, 2021, led by a syndicate of banks including JPMorgan Chase, N.A. and Bank of America, N.A. As of December 31, 2017, the Company had $277.5 million in available borrowing capacity and letters of credit (subject to

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the covenants contained within the amended and restated credit agreement (the “Credit Agreement”) governing the revolving credit facility) and could be increased by the exercise of an accordion feature to $500.0 million, under certain conditions.

On October 3, 2017, the Company entered into a Sixth Amendment (the “Sixth Amendment”) to the Credit Agreement. Pursuant to the Sixth Amendment, certain administrative changes were made to the Credit Agreement, primarily to expand the currencies under which the Company and the other borrowers can borrow funds.

The total commitments under the credit facility can be borrowed in U.S. dollars, alternative currencies (including Euros, U.K. pounds sterling, Canadian dollars, Australian dollars and South African rand), or a combination thereof. The Credit Agreement provides for sub-limits under the commitment of $50.0 million for swingline loans and $30.0 million for letters of credit. Borrowings (not including swingline loans) accrue interest, at the Company’s option and based on the type of currency borrowed, at the Alternate Base Rate, the Canadian Prime Rate, the Adjusted LIBO Rate, the Canadian Dealer Offered Rate, the Bank Bill Swap Reference Rate or the Johannesburg Interbank Agreed Rate (each, as defined in the Credit Agreement) plus a margin depending on the Company’s most recent Total Net Leverage Ratio (as defined in the Credit Agreement). The margin for Alternative Base Rate loans and Canadian Prime Rate loans varies between 0% and 1.25%, the margin for Adjusted LIBO Rate loans, Canadian Dealer Offered Rate loans and Bank Bill Swap Reference Rate loans varies between 1.00% and 2.25% and the margin for Johannesburg Interbank Agreed Rate loans varies between 1.25% and 2.50%. Swingline loans denominated in U.S. dollars bear interest at the Alternate Base Rate plus a margin as described above, swingline loans denominated in Canadian dollars bear interest at the Canadian Prime Rate plus a margin as described above and swingline loans denominated in other alternative currencies bear interest at the Overnight Foreign Currency Rate (as defined in the Credit Agreement) plus the applicable margin for the Adjusted LIBO Rate, the Bank Bill Swap Reference Rate or the Johannesburg Interbank Agreed Rate, as applicable.

Substantially all of the Company’s U.S. assets, including the stock of certain of its subsidiaries are pledged as collateral to secure borrowings made under the revolving credit facility. Furthermore, each of the Credit Facility Guarantors (as defined in the Credit Agreement) has guaranteed the full and punctual payment of the obligations under the revolving credit facility. The obligations of the CFC Borrowers (as defined in the Credit Agreement) are secured by the assets of the CFC Guarantors (as defined in the Credit Agreement), which do not guarantee the obligations of the Credit Facility Guarantors.

The Credit Agreement contains representations, warranties and covenants that are customary for similar credit arrangements, including, among other things, covenants relating to: (i) financial reporting and notification, (ii) payment of obligations, (iii) compliance with applicable laws, and (iv) notification of certain events. Financial covenants in the Credit Agreement require the Company to maintain: (i) as of the last day of any fiscal quarter, a Senior Secured Net Leverage Ratio (as defined in the Credit Agreement) of no more than 2.25 to 1.00, (ii) as of the last day of any fiscal quarter, a Total Net Leverage Ratio of no more than 4.00 to 1.00, and (iii) as of the last day of any fiscal quarter, a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of no less than 1.50 to 1.00. Additionally, the Company is limited on the amount of restricted payments, including dividends, which it can make pursuant to the terms of the Credit Agreement; however, the Company may generally make restricted payments so long as no event of default exists at the time of such payment and the Total Net Leverage Ratio is less than 3.00 to 1.00 at the time such restricted payment is made.

As of December 31, 2017, the Company had $122.5 million of outstanding borrowings under its $400.0 million revolving credit facility and was in compliance with all applicable covenants and ratios under the Credit Agreement. As of the years ended December 31, 2017 and 2016, the weighted average interest rates on the Company’s borrowings under the revolving credit facility were 3.2% and 4.0%, respectively.

$287.5 Million 1.00% Convertible Senior Notes Due 2020 and Related Equity Instruments

On November 19, 2013, Cardtronics Delaware issued the Convertible Notes at par value. Cardtronics Delaware received $254.2 million in net proceeds from the offering after deducting underwriting fees paid to the initial purchasers and a repurchase of 665,994 of its outstanding common shares concurrent with the offering. Cardtronics 146

Delaware used a portion of the net proceeds from the offering to fund the net cost of the convertible note hedge transaction, as described below. The convertible note hedge and warrant transactions were entered into concurrent with the pricing of the Convertible Notes. Interest on the Convertible Notes is payable semi-annually in cash in arrears on June 1st and December 1st of each year. Under U.S. GAAP, certain convertible debt instruments that may be settled in cash (or other assets) upon conversion are required to be separately accounted for as liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. The Company, with assistance from a valuation professional, determined that the fair value of the debt component was $215.8 million and the fair value of the embedded option was $71.7 million as of the issuance date. The Company recognizes effective interest expense on the debt component and that interest expense effectively accretes the debt component to the total principal amount due at maturity of $287.5 million. The effective rate of interest to accrete the debt balance is approximately 5.26%, which corresponded to the Company’s estimated conventional debt instrument borrowing rate at the date of issuance.

On July 1, 2016, Cardtronics plc, Cardtronics Delaware, and Wells Fargo Bank, National Association, as trustee, entered into a supplemental indenture (the “Convertible Notes Supplemental Indenture”) with respect to the Convertible Notes. The Convertible Notes Supplemental Indenture provides for the unconditional and irrevocable guarantee by Cardtronics plc of the prompt payment, when due, of any amount owed to the holders of the Convertible Notes. The Convertible Notes Supplemental Indenture also provides that, from and after the effective date of the Redomicile Transaction, the Convertible Notes will be convertible into shares of Cardtronics plc in lieu of common share of Cardtronics Delaware.

The Convertible Notes have a conversion price of $52.35 per share, which equals a conversion rate of 19.1022 shares per $1,000 principal amount of Convertible Notes, for a total of approximately 5.5 million shares underlying the debt. The conversion rate, however, is subject to adjustment under certain circumstances. Conversion can occur: (i) any time on or after September 1, 2020, (ii) after March 31, 2014, during any calendar quarter that follows a calendar quarter in which the price of the shares exceeds 135% of the conversion price for at least 20 days during the 30 consecutive trading-day period ending on the last trading day of the quarter, (iii) during the ten consecutive trading- day period following any five consecutive trading-day period in which the trading price of the Convertible Notes is less than 98% of the closing price of the shares multiplied by the applicable conversion rate on each such trading day, (iv) upon specified distributions to Cardtronics plc’s shareholders upon recapitalizations, reclassifications, or changes in shares, and (v) upon a make-whole fundamental change. A fundamental change is defined as any one of the following: (i) any person or group that acquires 50% or more of the total voting power of all classes of common equity that is entitled to vote generally in the election of Cardtronics plc’s directors, (ii) Cardtronics plc engages in any recapitalization, reclassification, or changes of common shares as a result of which the shares would be converted into or exchanged for, shares, other securities, or other assets or property, (iii) Cardtronics plc engages in any share exchange, consolidation, or merger where the shares converted into cash, securities, or other property, (iv) the Company engages in certain sales, leases, or other transfers of all or substantially all of the consolidated assets, or (v) Cardtronics plc’s shares are not listed for trading on any U.S. national securities exchange.

None of the Convertible Notes were convertible as of December 31, 2017, and therefore, remain classified in the Long-term debt line item in the accompanying Consolidated Balance Sheets at December 31, 2017. In future financial reporting periods, the classification of the Convertible Notes may change depending on whether any of the above contingent criteria have been subsequently satisfied.

Upon conversion, holders of the Convertible Notes are entitled to receive cash, shares, or a combination of cash and shares, at the Company’s election. In the event of a change in control, as defined in the indenture under which the Convertible Notes have been issued, holders can require Cardtronics Delaware to purchase all or a portion of their Convertible Notes for 100% of the notes’ par value plus any accrued and unpaid interest.

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The Company’s interest expense related to the Convertible Notes consisted of the following:

Year Ended December 31, 2017 2016 2015 (In thousands) Cash interest per contractual coupon rate $ 2,875 $ 2,875 $ 2,875 Amortization of note discount 10,210 9,690 9,194 Amortization of debt issuance costs 695 624 559 Total interest expense related to Convertible Notes $ 13,780 $ 13,189 $ 12,628

The Company’s carrying value of the Convertible Notes consisted of the following:

December 31, 2017 December 31, 2016 (In thousands) Principal balance $ 287,500 $ 287,500 Unamortized discount and capitalized debt issuance costs (35,527) (46,432) Net carrying amount of Convertible Notes $ 251,973 $ 241,068

In connection with the issuance of the Convertible Notes, Cardtronics Delaware entered into separate convertible note hedge and warrant transactions to reduce the potential dilutive impact upon the conversion of the Convertible Notes. The net effect of these transactions effectively raised the price at which dilution would occur from the $52.35 initial conversion price of the Convertible Notes to $73.29. Pursuant to the convertible note hedge, Cardtronics Delaware purchased call options granting Cardtronics Delaware the right to acquire up to approximately 5.5 million common shares with an initial strike price of $52.35. The call options automatically become exercisable upon conversion of the Convertible Notes, and will terminate on the second scheduled trading day immediately preceding December 1, 2020. Cardtronics Delaware also sold to the initial purchasers warrants to acquire up to approximately 5.5 million common shares with a strike price of $73.29. The warrants will expire incrementally on a series of expiration dates subsequent to the maturity date of the Convertible Notes through August 30, 2021. If the conversion price of the Convertible Notes remains between the strike prices of the call options and warrants, Cardtronics plc’s shareholders will not experience any dilution in connection with the conversion of the Convertible Notes; however, to the extent that the price of the shares exceeds the strike price of the warrants on any or all of the series of related expiration dates of the warrants, Cardtronics plc would be required to issue additional shares to the warrant holders. The amounts allocated to both the note hedge and warrants were recorded in the Shareholders’ equity section in the accompanying Consolidated Balance Sheets.

$250.0 Million 5.125% Senior Notes Due 2022

On July 28, 2014, in a private placement offering, Cardtronics Delaware issued $250.0 million in aggregate principal amount of the 2022 Notes pursuant to an indenture dated July 28, 2014 (the “2022 Notes Indenture”) among Cardtronics Delaware, certain subsidiary guarantors (each, a “2022 Notes Guarantor”), and Wells Fargo Bank, National Association, as trustee. Interest on the 2022 Notes is payable semi-annually in cash in arrears on February 1st and August 1st of each year.

On July 1, 2016, Cardtronics plc, Cardtronics Delaware, certain 2022 Notes Guarantors, and Wells Fargo Bank, National Association, as trustee, entered into a supplemental indenture (the “2022 Notes Supplemental Indenture”) with respect to the 2022 Notes. The 2022 Notes Supplemental Indenture provides for the unconditional and irrevocable guarantee by Cardtronics plc of the prompt payment, when due, of any amount owed to the holders of the 2022 Notes. Furthermore, certain additional subsidiary guarantors were also added as 2022 Notes Guarantors to the 2022 Notes. On April 28, 2017, additional subsidiaries of Cardtronics plc were added as 2022 Notes Guarantors pursuant to a second supplemental indenture to the 2022 Notes Indenture (the “2022 Notes Second Supplemental Indenture”).

The 2022 Notes and the related guarantees (the “2022 Notes Guarantees”) rank: (i) equally in right of payment with all of Cardtronics Delaware’s and the 2022 Notes Guarantors (including Cardtronics plc) existing and future 148

senior indebtedness, (ii) effectively junior to secured debt to the extent of the collateral securing such debt, including borrowings under the Company’s revolving credit facility, and (iii) structurally junior to existing and future indebtedness of Cardtronics plc’s non-guarantor subsidiaries. The 2022 Notes and 2022 Notes Guarantees rank senior in right of payment to any of Cardtronics Delaware’s and the 2022 Notes Guarantors’ (including Cardtronics plc) existing and future subordinated indebtedness.

The 2022 Notes contain covenants that, among other things, limit Cardtronics plc’s ability and the ability of certain of its restricted subsidiaries (including Cardtronics Delaware) to incur or guarantee additional indebtedness, make certain investments, or pay dividends or distributions on Cardtronics plc’s common shares or repurchase common shares or make certain other restricted payments, consolidate or merge with or into other companies, conduct asset sales, restrict dividends or other payments by restricted subsidiaries, engage in transactions with affiliates or related persons, and create liens.

Obligations under its 2022 Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by Cardtronics plc and certain of its subsidiaries and certain of its future subsidiaries, with the exception of Cardtronics plc’s immaterial subsidiaries and CFC Guarantors (as defined in the Credit Agreement). There are no significant restrictions on the ability of Cardtronics plc to obtain funds from Cardtronics Delaware or the other 2022 Notes Guarantors by dividend or loan. None of the 2022 Notes Guarantors’ assets represent restricted assets pursuant to Rule 4-08(e)(3) of Regulation S-X. The 2022 Notes included registration rights, and as required under the terms of the 2022 Notes, Cardtronics Delaware completed an exchange offer for these 2022 Notes in June 2015 whereby participating holders received registered notes.

The 2022 Notes are subject to certain automatic customary releases with respect to the 2022 Notes Guarantors (other than Cardtronics plc), including the sale, disposition, or transfer of the common shares or substantially all of the assets of such 2022 Notes Guarantor, designation of such 2022 Notes Guarantor as unrestricted in accordance with the 2022 Notes Indenture, exercise of the legal defeasance option or the covenant defeasance option, liquidation, or dissolution of such 2022 Notes Guarantor and, in the case of a 2022 Notes Guarantor that is not wholly-owned by Cardtronics plc, such 2022 Notes Guarantor ceasing to guarantee other indebtedness of Cardtronics plc, Cardtronics Delaware, or another 2022 Notes Guarantor. The 2022 Notes Guarantors, including Cardtronics plc, may not sell or otherwise dispose of all or substantially all of their properties or assets to, or consolidate with or merge into, another company if such a sale would cause a default under the 2022 Notes Indenture and certain other specified requirements under the 2022 Notes Indenture are not satisfied.

$300.0 Million 5.50% Senior Notes Due 2025

On April 4, 2017, in a private placement offering, Cardtronics Delaware and Cardtronics USA, Inc. (the “2025 Notes Issuers”) issued $300.0 million in aggregate principal amount of the 2025 Notes pursuant to an indenture dated April 4, 2017 (the “2025 Notes Indenture”) among the 2025 Notes Issuers, Cardtronics plc, and certain of its subsidiaries, as guarantors (each, a “2025 Notes Guarantor”), and Wells Fargo Bank, National Association, as trustee.

Interest on the 2025 Notes accrues from April 4, 2017, the date of issuance, at the rate of 5.50% per annum. Interest on the 2025 Notes is payable semi-annually in cash in arrears on May 1st and November 1st of each year, commencing on November 1, 2017.

The 2025 Notes and the related guarantees (the “2025 Guarantees”) are the general unsecured senior obligations of each of the 2025 Notes Issuers and the 2025 Notes Guarantors, respectively, and rank: (i) equally in right of payment with all of the 2025 Notes Issuers’ and the 2025 Notes Guarantors’ existing and future senior indebtedness and (ii) senior in right of payment to all of the 2025 Notes Issuers’ and the 2025 Notes Guarantors’ future subordinated indebtedness. The 2025 Notes and the 2025 Guarantees are effectively subordinated to any of the 2025 Notes Issuers’ and the 2025 Notes Guarantors’ existing and future secured debt to the extent of the collateral securing such debt, including all borrowings under the Company’s revolving credit facility. The 2025 Notes are structurally subordinated to all liabilities of any of Cardtronics plc’s subsidiaries (excluding the 2025 Notes Issuers) that do not guarantee the 2025 Notes.

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The 2025 Notes contain covenants that, among other things, limit the 2025 Notes Issuers’ ability and the ability of Cardtronics plc and certain of its restricted subsidiaries to incur or guarantee additional indebtedness, make certain investments, or pay dividends or distributions on Cardtronics plc’s common shares or repurchase common shares or make certain other restricted payments, consolidate or merge with or into other companies, conduct asset sales, restrict dividends or other payments by restricted subsidiaries, engage in transactions with affiliates or related persons, and create liens.

Obligations under the 2025 Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by Cardtronics plc and certain of its subsidiaries and certain of its future subsidiaries, with the exception of Cardtronics plc’s immaterial subsidiaries and CFC Guarantors (as defined in the Credit Agreement). There are no significant restrictions on the ability of Cardtronics plc to obtain funds from Cardtronics Delaware, Cardtronics USA, Inc., or the other 2025 Notes Guarantors by dividend or loan. None of the 2025 Notes Guarantors’ assets represent restricted assets pursuant to Rule 4-08(e)(3) of Regulation S-X.

The 2025 Notes are subject to certain automatic customary releases with respect to the 2025 Notes Guarantors (other than Cardtronics plc, Cardtronics Holdings Limited, and CATM Holdings LLC), including the sale, disposition, or transfer of the common shares or substantially all of the assets of such 2025 Notes Guarantor, designation of such 2025 Notes Guarantor as unrestricted in accordance with the 2025 Notes Indenture, exercise of the legal defeasance option or the covenant defeasance option, liquidation, or dissolution of such 2025 Notes Guarantor. The 2025 Notes Guarantors, including Cardtronics plc, may not sell or otherwise dispose of all or substantially all of their properties or assets to, or consolidate with or merge into, another company if such a sale would cause a default under the 2025 Notes Indenture and certain other specified requirements under the 2025 Notes Indenture are not satisfied.

Debt Maturities

Aggregate maturities of the principal amounts of the Company’s long-term debt as of December 31, 2017, for each of the next five years, and thereafter is as follows (in thousands):

2018 $ — 2019 — 2020 287,500 2021 122,461 2022 250,000 Thereafter 300,000 Total $ 959,961

. (11) Asset Retirement Obligations

Asset retirement obligations (“ARO”) consist primarily of costs to deinstall the Company’s ATMs and restore the ATM sites to their original condition, which are estimated based on current market rates. In most cases, the Company is contractually required to perform this deinstallation of its owned ATMs and in some cases, site restoration work. For each group of similar ATM type, the Company has recognized the estimated fair value of the ARO as a liability in the accompanying Consolidated Balance Sheets and capitalized that cost as part of the cost basis of the related asset. The related assets are depreciated on a straight-line basis over five years, which is the estimated average time period that an ATM is installed in a location before being deinstalled, and the related liabilities are accreted to their full value over the same period of time.

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The changes in the Company’s ARO liability consisted of the following:

December 31, 2017 December 31, 2016

(In thousands) Asset retirement obligations as of the beginning of the period $ 54,907 $ 54,727 Additional obligations 11,727 8,720 Estimated obligations assumed in acquisitions 9,343 — Accretion expense 1,856 1,803 Change in estimates (108) (1,638) Payments (9,788) (4,351) Foreign currency translation adjustments 1,820 (4,354) Asset retirement obligations at the end of the period 69,757 54,907 Less: current portion of asset retirement obligations 9,837 9,821 Asset retirement obligations, excluding current portion, at the end of the period $ 59,920 $ 45,086

For additional information related to the Company’s AROs with respect to its fair value measurements, see Note 16. Fair Value Measurements.

(12) Other Liabilities

The Company’s other liabilities consisted of the following:

December 31, 2017 December 31, 2016 (In thousands) Current portion of other long-term liabilities Interest rate swap contracts $ 7,314 $ 16,533 Asset retirement obligations 9,837 9,821 Deferred revenue 3,590 249 Other 10,629 1,634 Total current portion of other long-term liabilities $ 31,370 $ 28,237

Noncurrent portion of other long-term liabilities Acquisition-related contingent consideration $ 42,614 $ — Interest rate swap contracts 3,547 14,456 Deferred revenue 2,063 1,698 Other 26,778 2,537 Total noncurrent portion of other long-term liabilities $ 75,002 $ 18,691

As of December 31, 2017, the Acquisition-related contingent consideration line item consisted of the preliminary estimated fair value of the contingent consideration associated with the Spark acquisition. For additional information related to the Spark acquisition contingent consideration, see Note 2. Acquisitions and Divestitures.

(13) Shareholders’ Equity

Redomicile Transaction. Pursuant to the Redomicile Transaction, each issued and outstanding common share of Cardtronics Delaware held immediately prior to the Merger was effectively converted into one Class A Ordinary Share, nominal value $0.01 per share, of Cardtronics plc (collectively, “common shares”). Upon completion of the Redomicile Transaction, the common shares were listed and began trading on The NASDAQ Stock Market LLC under the symbol “CATM,” the same symbol under which common shares of Cardtronics Delaware were formerly listed and traded. Likewise, the equity plans and/or awards granted thereunder were assumed by Cardtronics plc and amended to provide that those plans and/or awards will now provide for the award and issuance of Ordinary Shares. Furthermore, all treasury shares of Cardtronics Delaware were cancelled in the Redomicile Transaction.

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Change in common shares, treasury shares, and additional paid-in capital associated with the Redomicile Transaction. In the Redomicile Transaction, completed on July 1, 2016, each of the 52,529,197, $0.0001 par value per share, issued and outstanding common shares of Cardtronics Delaware held immediately prior to the Merger were effectively converted into an equivalent number of $0.01 nominal value per share common shares of Cardtronics plc. In addition, immediately prior to the Redomicile Transaction, 7,310,022 treasury shares of Cardtronics Delaware with a cost basis of $106.5 million were cancelled with the offsetting impact recorded in the Additional paid-in capital and Retained earnings line items in the accompanying Consolidated Balance Sheets.

Common shares. The Company has 45,696,338 and 45,326,430 shares outstanding as of December 31, 2017 and 2016, respectively.

Additional paid-in capital. Included in the balance of Additional paid-in capital are amounts related to the Convertible Notes issued in November 2013 and the related equity instruments. These amounts include: (i) the fair value of the embedded option of the Convertible Notes of $71.7 million, (ii) the amount paid to purchase the associated convertible note hedges of $72.6 million, (iii) the amount received for selling associated warrants of $40.5 million, and (iv) $1.6 million in debt issuance costs allocated to the equity component of the convertible note. For additional information related to the Convertible Notes and the related equity instruments, see Note 10. Long-Term Debt.

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Accumulated other comprehensive loss, net. Accumulated other comprehensive loss, net, is a separate component of Shareholders’ equity in the accompanying Consolidated Balance Sheets. The following table presents the changes in the balances of each component of Accumulated other comprehensive loss, net for the years ended December 31, 2017, 2016, and 2015:

Unrealized (Losses) Gains on Interest Rate Swap and Foreign Foreign Currency Currency Translation Forward Adjustments Contracts Total (In thousands) Total accumulated other comprehensive loss, net as of January 1, 2015 $ (34,709) $ (48,298) (1) $ (83,007) Other comprehensive loss before reclassification (11,177) (6) (28,173) (2) (39,350) Amounts reclassified from accumulated other comprehensive loss, net — 34,231 (2) 34,231 Net current period other comprehensive (loss) income (11,177) 6,058 (5,119) Total accumulated other comprehensive loss, net as of December 31, 2015 $ (45,886) (5) $ (42,240) (1) $ (88,126)

Other comprehensive loss before reclassification (34,999) (6) (12,580) (3) (47,579) Amounts reclassified from accumulated other comprehensive loss, net — 28,570 (3) 28,570 Net current period other comprehensive (loss) income (34,999) 15,990 (19,009) Total accumulated other comprehensive loss, net as of December 31, 2016 $ (80,885) (5) $ (26,250) (1) $ (107,135)

Other comprehensive income (loss) before reclassification 56,511 (6) (3,007) (4) 53,504 Amounts reclassified from accumulated other comprehensive loss, net — 20,036 (4) 20,036 Net current period other comprehensive income 56,511 17,029 73,540 Total accumulated other comprehensive loss, net as of December 31, 2017 $ (24,374) (5) $ (9,221) (1) $ (33,595)

(1) Net of deferred income tax (benefit) expense of $(6,701) as of January 1, 2015, and $(2,959), $9,269, and $16,317 as of December 31, 2015, 2016, and 2017, respectively. (2) Net of deferred income tax (benefit) expense of $(17,402) and $21,143 for Other comprehensive loss before reclassification and Amounts reclassified from accumulated other comprehensive loss, net, respectively, for the year ended December 31, 2015. See Note 15. Derivative Financial Instruments. (3) Net of deferred income tax (benefit) expense of $(9,619) and $21,847 for Other comprehensive loss before reclassification and Amounts reclassified from accumulated other comprehensive loss, net, respectively, for the year ended December 31, 2016. See Note 15. Derivative Financial Instruments. (4) Net of deferred income tax (benefit) expense of $(1,245) and $8,295 for Other comprehensive loss before reclassification and Amounts reclassified from accumulated other comprehensive loss, net, respectively, for the year ended December 31, 2017. See Note 15. Derivative Financial Instruments. (5) Net of deferred income tax (benefit) of $(5,339) $(4,113), and $(1,565) as of December 31, 2017, 2016, and 2015, respectively. (6) Net of deferred income tax (benefit) of $(1,226), $(2,548), and $(1,565) for the years ended December 31, 2017, 2016, and 2015, respectively.

The Company records unrealized gains and losses related to its interest rate swap contracts net of estimated taxes in the Accumulated other comprehensive loss, net, line item in the accompanying Consolidated Balance Sheets since it is more likely than not that the Company will be able to realize the benefits associated with its net deferred tax asset positions in the future. The amounts reclassified from Accumulated other comprehensive loss, net are recognized in the Cost of ATM operating revenues line item in the accompanying Consolidated Statements of Operations.

The Company has elected the portfolio approach for the deferred tax asset of the unrealized gains and losses related to the interest rate swap contracts in the Accumulated other comprehensive loss, net line item in the 153

accompanying Consolidated Balance Sheets. Under the portfolio approach, the disproportionate tax effect created when the valuation allowance was appropriately released as a tax benefit into continuing operations in 2010, will reverse out of the Accumulated other comprehensive loss, net line item in the accompanying Consolidated Balance Sheets and into continuing operations as a tax expense when the Company ceases to hold any interest rate swap contracts. As of December 31, 2017, the disproportionate tax effect is approximately $14.6 million.

The Company currently believes that the unremitted earnings of its foreign subsidiaries under its former U.S. parent company will be reinvested for an indefinite period of time. Accordingly, no deferred taxes have been provided for the differences between the Company’s book basis and underlying tax basis in these subsidiaries or on the foreign currency translation adjustment amounts.

(14) Employee Benefits

The Company sponsors defined contribution retirement plans for its employees, the principal plan being the 401(k) plan which is offered to its employees in the U.S. During 2017, the Company matched 100% of employee contributions up to 4% of the employee’s eligible compensation. Employees immediately vest in their contributions while the Company’s matching contributions vest at a rate of 20% per year. The Company also sponsors a similar retirement plan for its employees in other jurisdictions. The Company contributed $3.7 million, $2.9 million, and $2.4 million to the defined contribution benefit plans for the years ended December 31, 2017, 2016, and 2015, respectively.

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(15) Derivative Financial Instruments

Risk Management Objectives of Using Derivatives

The Company is exposed to interest rate risk associated with its vault cash rental obligations and, to a lesser extent, borrowings under its revolving credit facility. The Company utilizes varying notional amount interest rate swap contracts to manage the interest rate risk associated with its vault cash rental obligations in the U.S., the U.K., and Australia. The Company does not currently utilize derivative instruments to manage the interest rate risk associated with its borrowings. The Company is also exposed to foreign currency exchange rate risk with respect to its operations outside the U.S. The Company has not historically utilized derivative instruments to hedge its foreign currency exchange rate risk; however, during the fourth quarter of 2017 the Company entered into a series of short-term foreign currency forward contracts to hedge its foreign exchange rate risk associated with certain anticipated transactions.

The Company’s interest rate swap contracts serve to mitigate interest rate risk exposure by converting a portion of the Company’s monthly floating-rate vault cash rental payments to monthly fixed-rate vault cash rental payments. Typically, the Company receives monthly floating-rate payments from its interest rate swap contract counterparties that correspond to, in all material respects, the monthly floating-rate payments required by the Company to its vault cash rental providers for the portion of the average outstanding vault cash balances that have been hedged. In return, the Company pays its counterparties a monthly fixed-rate amount based on the same notional amounts outstanding. By converting the vault cash rental obligation interest rate from a floating-rate to a fixed-rate, the impact of favorable and unfavorable changes in future interest rates on the monthly vault cash rental payments, and therefore, the Vault cash rental expense line item in the accompanying Consolidated Statement of Operations, has been reduced.

There is never an exchange of the underlying principal or notional amounts associated with the interest rate swap contracts described above. Additionally, none of the Company’s existing interest rate swap contracts contain credit- risk-related contingent features.

Accounting Policy

The interest rate swap and foreign currency forward contracts discussed above are derivative instruments used by the Company to hedge exposure to variability in expected future cash flows attributable to a particular risk; therefore, they are designated and qualify as cash flow hedging instruments. The Company does not currently hold any derivative instruments not designated as hedging instruments, fair value hedges, or hedges of a net investment in a foreign operation.

The Company reports the effective portion of a gain or loss related to each cash flow hedging instrument as a component of the Accumulated other comprehensive loss, net line item in the accompanying Consolidated Balance Sheets and reclassifies the gain or loss into earnings in the same period or periods that the hedged transaction affects and has been forecasted in earnings. Gains or losses on the Company’s interest rate swaps are recognized with the hedged item in the Vault cash rental expense line item in the accompanying Consolidated Statement of Operations, while gains and losses on our foreign currency forward contracts are recognized with the associated hedged item, in the Other expense (income) line item.

Gains and losses related to the cash flow hedging instrument that represent either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in the Other expense (income) line item in the accompanying Consolidated Statement of Operations. As discussed above, the Company generally utilizes fixed- for-floating interest rate swap and foreign currency forward contracts in which the underlying pricing terms of the cash flow hedging instrument agree, in all material respects, with the pricing terms of the vault cash rental obligations to the Company’s vault cash providers. Therefore, the amount of ineffectiveness associated with the interest rate swap and foreign currency forward contracts has historically been immaterial. If the Company concludes that it is no longer probable the expected vault cash obligations that have been hedged will occur, or if changes are made to the underlying contract terms of the vault cash rental agreements, the interest rate swap and foreign currency forward contracts would be deemed ineffective. The Company does not currently anticipate terminating or modifying terms of its existing derivative instruments prior to their expiration dates. 155

Accordingly, the Company recognizes all of its interest rate swap and foreign currency forward contracts derivative instruments as assets or liabilities in the accompanying Consolidated Balance Sheets at fair value and any changes in the fair values of the related interest rate swap and foreign currency forward contracts have been reported in the Accumulated other comprehensive loss, net line item in the accompanying Consolidated Balance Sheets. The Company believes that it is more likely than not that it will be able to realize the benefits associated with its net deferred tax asset positions in the future, therefore, the unrealized gains and losses to the fair value related to the interest rate swap and foreign currency forward contracts have been reported net of estimated taxes in the Accumulated other comprehensive loss, net line item in the accompanying Consolidated Balance Sheets. For additional information related to the Company’s interest rate swap and foreign currency forward contracts with respect to its fair value measurements, see Note 16. Fair Value Measurements.

Cash Flow Hedges

During the three months ended December 31, 2017, the company entered into a series of short-term foreign currency forward contracts with an aggregate notional amount of approximately $9.5 million Canadian dollars to hedge its foreign exchange rate risk associated with certain anticipated transactions. Approximately $6.8 million Canadian dollars in notional amount was outstanding as of December 31, 2017, having quarterly settlement dates through December 31, 2018 and forward rates of approximately 1.29 CAD/USD.

During the year ended December 31, 2016, the Company entered into the following new forward-starting interest rate swap contracts to hedge its exposure to floating interest rates on its vault cash outstanding balances in future periods: (i) £550.0 million aggregate notional amount interest rate swap contracts that begin January 1, 2017, with £250.0 million terminating December 31, 2018 and £300.0 million terminating December 31, 2019, (ii) £250.0 million initial notional amount interest rate swap contract, that begins January 1, 2019 and increases to £500.0 million January 1, 2020, terminating December 31, 2022, and (iii) $400.0 million aggregate notional amount interest rate swap contracts that begin January 1, 2018 and terminate December 31, 2022.

Effective June 29, 2016, one of the Company’s interest rate swap contract counterparties exercised its right to terminate a $200.0 million notional amount, 2.40% fixed rate, interest rate swap contract that was previously designated as a cash flow hedge of the Company’s 2019 and 2020 vault cash rental payments. The designated vault cash rental payments remained probable; therefore, upon termination and as of that date, the Company recognized an unrealized loss of $4.9 million in the Accumulated other comprehensive loss, net line item in the accompanying Consolidated Balance Sheets. The Company will amortize this unrealized loss into Vault cash rental expense, a component of the Cost of ATM operating revenues line item in the accompanying Consolidated Statements of Operations, over the 2019 and 2020 periods. The terminated interest rate swap contract was effectively novated by the previous counterparty, and the Company entered into a similar $200.0 million notional amount, 2.52% fixed rate, interest rate swap contract with a new counterparty, which the Company designated as a cash flow hedge of its 2019 and 2020 vault cash rental payments. The modified terms resulted in ineffectiveness of $0.4 million recognized in the Other expense (income) line item in the accompanying Consolidated Statements of Operations during the year ended December 31, 2016.

The notional amounts, weighted average fixed rates, and terms associated with the Company’s interest rate swap contracts accounted for as cash flow hedges that were in place for the U.S. ($300 million was entered into in January 2018) and U.K. (as of the date of the issuance of this 2017 Form 10-K) are as follows:

Summary of outstanding interest rate swaps in the U.S. and U.K.

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The notional amounts, weighted average fixed rates, and terms associated with the Company’s interest rate swap contracts accounted for as cash flow hedges that are currently in place for Australia (as of the date of the issuance of this 2017 Form 10-K) are as follows:

Summary of outstanding interest rate swaps in Australia

The following tables depict the effects of the use of the Company’s derivative contracts in the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations.

Balance Sheet Data

December 31, 2017 December 31, 2016 Balance Sheet Balance Sheet Asset (Liability) Derivative Instruments Location Fair Value Location Fair Value (In (In thousands) thousands) Derivatives designated as hedging instruments: Interest rate swap contracts Prepaid expenses, Prepaid expenses, deferred costs, deferred costs, and other current and other current assets $ 1,154 assets $ — Interest rate swap contracts Prepaid expenses, Prepaid expenses, deferred costs, deferred costs, and other and other noncurrent assets 14,467 noncurrent assets 14,137 Interest rate swap contracts Current portion of Current portion of other long-term other long-term liabilities (7,314) liabilities (16,533) Interest rate swap contracts Other long-term Other long-term liabilities (3,547) liabilities (14,456) Total derivative instruments, net $ 4,760 $ (16,852)

As of December 31, 2017, the Interest rate swap contract – Current portion of long-term liabilities balance above also includes approximately $0.1 million related to foreign currency forward contracts.

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Statements of Operations Data

Year Ended December 31, Location of Loss Amount of Loss Recognized in Reclassified from Accumulated Other Accumulated Other Amount of Loss Reclassified Comprehensive Loss on Comprehensive from Accumulated Other Derivatives in Cash Flow Hedging Derivative Instruments Loss into Income Comprehensive Loss into Income Relationship (Effective Portion) (Effective Portion) (Effective Portion) 2017 (1) 2016 2017 2016 (In thousands) (In thousands) Cost of ATM operating Interest rate swap contracts $ (3,007) $ (12,580) revenues $ (20,036) $ (28,570)

(1) Includes a loss of $0.1 million related to foreign currency forward contracts.

As of December 31, 2017, the Company expects to reclassify $7.3 million of net derivative-related losses within the Accumulated comprehensive loss, net line item in its accompanying Consolidated Balance Sheets into earnings during the next twelve months concurrent with the recording of the related vault cash rental expense amounts.

(16) Fair Value Measurements

The following tables provide the financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2017 and 2016 using the fair value hierarchy prescribed by U.S. GAAP. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs, and Level 3 includes fair values estimated using significant non-observable inputs. An asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

Fair Value Measurements at December 31, 2017 Total Level 1 Level 2 Level 3 (In thousands) Assets Assets associated with interest rate swap contracts $ 15,621 $ — $ 15,621 $ — Liabilities Liabilities associated with interest rate swap contracts $ (10,861) $ — $ (10,861) $ — Liabilities associated with acquisition-related contingent consideration $ (42,614) $ — $ — $ (42,614)

Fair Value Measurements at December 31, 2016 Total Level 1 Level 2 Level 3 (In thousands) Assets Assets associated with interest rate swap contracts $ 14,137 $ — $ 14,137 $ — Liabilities Liabilities associated with interest rate swap contracts $ (30,989) $ — $ (30,989) $ —

As of December 31, 2017, liabilities associated with Level 2 interest rate swap contracts includes $0.1 million related to foreign currency forward contracts.

Below are descriptions of the Company’s valuation methodologies for assets and liabilities measured at fair value. The methods described below may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and 158

consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Cash and cash equivalents, accounts and notes receivable, net of the allowance for doubtful accounts, prepaid expenses, deferred costs, and other current assets, accounts payable, accrued liabilities, and other current liabilities. These financial instruments are not carried at fair value, but are carried at amounts that approximate fair value due to their short-term nature and generally negligible credit risk.

Acquisition-related intangible assets. The estimated fair values of acquisition-related intangible assets are valued using significant non-observable inputs (Level 3 inputs). Intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An assessment of non-amortized intangible assets is performed on an annual basis, or more frequently based on the occurrence of events that might indicate a potential impairment.

Acquisition related contingent consideration. Liabilities from acquisition-related contingent consideration are estimated by using a Monte Carlo simulation and market observable, as well as internal projections, and other significant non-observable (Level 3) inputs based on the Company’s best estimate of future operational results upon which the payment of these obligations are contingent. As of December 31, 2017, the estimated fair value of the Company’s acquisition-related contingent consideration liability was approximately $42.6 million. For additional information related to the Spark acquisition contingent consideration, see Note 2. Acquisitions and Divestitures.

Long-term debt. The carrying amount of the long-term debt balance related to borrowings under the Company’s revolving credit facility approximates fair value due to the fact that any outstanding borrowings are subject to short- term floating interest rates. As of December 31, 2017, the fair value of the 2020 Notes, 2022 Notes, and 2025 Notes (see Note 10. Long-Term Debt) totaled $257.8 million, $240.0 million, and $272.3 million, respectively, based on the quoted prices in markets that are not active (Level 2 input) for these notes as of that date.

Additions to asset retirement obligations liability. The Company estimates the fair value of additions to its ARO liability using expected future cash outflows discounted at the Company’s credit-adjusted risk-free interest rate. Liabilities added to ARO are measured at fair value at the time of the asset installations using significant non- observable (Level 3) inputs. These liabilities are evaluated periodically based on estimated current fair value. Amounts added to the ARO liability during the years ended December 31, 2017 and 2016 totaled $11.7 million and $8.7 million, respectively.

Interest rate swap and foreign currency forward contracts. As of December 31, 2017, the fair value of the Company’s interest rate swap and foreign currency forward contracts was an asset of $15.6 million and a liability of $10.9 million (includes approximately $0.1 million related to the foreign currency forward contracts). These financial instruments are carried at fair value and calculated as the present value of amounts estimated to be received or paid to a marketplace participant in a selling transaction. These derivatives are valued using pricing models based on significant other observable (Level 2 inputs), while taking into account the creditworthiness of the party that is in the liability position with respect to each trade. For additional information related to the valuation process of this asset or liability, see Note 15. Derivative Financial Instruments.

(17) Commitments and Contingencies

Legal Matters

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Operating Lease Obligations

The Company was a party to several operating leases as of December 31, 2017, primarily for office space and the rental of space at certain merchant locations.

Future minimum lease payments under the Company’s operating and merchant space leases (with initial lease terms in excess of one year) as of December 31, 2017, for each of the next five years and thereafter are as following (in thousands):

2018 $ 14,951 2019 10,029 2020 7,645 2021 5,892 2022 3,504 Thereafter 9,702 Total $ 51,723

Total rental expense under the Company’s operating leases, net of sublease income, was $15.5 million, $15.1 million, and $14.1 million for the years ended December 31, 2017, 2016, and 2015, respectively.

Other Commitments

Asset retirement obligations. The Company’s AROs consist primarily of deinstallation costs of the Company’s ATMs and costs to restore the ATM sites to their original condition. In most cases, the Company is legally required to perform this deinstallation, and in some cases, the site restoration work. The Company had $69.8 million accrued for these liabilities as of December 31, 2017. For additional information, see Note 11. Asset Retirement Obligations.

Acquisition-related contingent consideration. As a result of the Spark acquisition, the Company has recorded an acquisition-related contingent consideration liability of $42.6 million as of December 31, 2017. For additional information related to the Spark acquisition contingent consideration, see Note 2. Acquisitions and Divestitures.

Purchase commitments. During the normal course of business, the Company issues purchase orders for various products. As of December 31, 2017, the Company had open purchase commitments of $2.5 million for products to be delivered in 2018. Other material purchase commitments as of December 31, 2017 included $0.8 million in minimum service requirements for certain gateway and processing fees over the next three years.

(18) Income Taxes

On December 22, 2017, House of Representatives 1 (“H.R. 1”), originally known as the Tax Cuts and Jobs Act (“U.S. Tax Reform”) was enacted and signed into legislation. Under U.S. GAAP, the effects of changes in tax rates and laws are recognized in the period in which the new legislation is enacted. As a result of this legislation, in the three months ended December 31, 2017, the Company provisionally recognized one-time net tax benefits totaling $11.6 million. This amount included an estimated one-time tax benefit of $19.4 million due to the re-measurement of the Company’s net deferred tax liabilities, primarily related to the change in the U.S. federal corporate income tax rate from 35% to 21%. Partially offsetting this non-cash book tax benefit, the Company recognized an estimated one-time tax expense of $7.8 million on its accumulated undistributed foreign earnings pertaining to foreign operations under the U.S. business, which the Company will elect to pay over an eight-year period. As of December 31, 2017, the Company had not completed its accounting for the tax effects of the U.S. Tax Reform, due to additional anticipated guidance from standard-setting bodies and the need to obtain additional information to complete calculations. These net tax benefits represent the Company’s current reasonable estimate of the U.S. Tax Reform impact, and in accordance with SEC Staff Accounting bulletin No. 118, the Company will adjust the provisional estimates within the measurement period when the amounts are determined.

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As a result of the Redomicile Transaction, completed on July 1, 2016, the location of incorporation of the parent company of the Cardtronics group was changed from Delaware to the U.K. As a Delaware company, the statutory corporate tax rate was 35%, and after the redomicile to the U.K., the Cardtronics parent company statutory tax rate was 20% for the Company’s calendar reporting year 2016 and 19.25% for 2017. For additional information related to the Redomicile Transaction, see Note 1. Basis of Presentation and Summary of Significant Accounting Policies - (a) Description of Business.

The Company’s income before income taxes consisted of the following:

Year Ended December 31, 2017 2016 2015 (In thousands) U.S. $ 24,919 $ 39,347 $ 80,318 Non-U.S. (179,562) 75,185 25,005 Total pre-tax book income $ (154,643) $ 114,532 $ 105,323

The Company’s income tax (benefit) expense based on income before income taxes consisted of the following:

Year Ended December 31, 2017 2016 2015 (In thousands) Current U.S. federal $ (493) $ 8,005 $ 19,590 U.S. state and local 1,657 4,386 4,495 Non-U.S. 5,842 4,345 4,264 Total current $ 7,006 $ 16,736 $ 28,349

Deferred U.S. federal $ 732 $ 9,857 $ 6,890 U.S. state and local 874 1,966 1,226 Non-U.S. (17,904) (1,937) 2,877 Total deferred $ (16,298) $ 9,886 $ 10,993 Total income tax (benefit) expense $ (9,292) $ 26,622 $ 39,342

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Income tax (benefit) expense differs from amounts computed by applying the statutory tax rate to income before income taxes as follows:

Year Ended December 31, 2017 2016 2015 (In thousands) Income tax (benefit) expense, at the statutory tax rate of 19.25%, 20%, and 35% for the years ended December 31, 2017, 2016, and 2015 respectively. $ (29,769) $ 22,906 $ 36,863 Provision to return and deferred tax adjustments (264) 1,858 145 U.S. state tax, net of federal benefit 2,181 3,584 3,504 Permanent adjustments 1,411 1,514 1,810 Tax rates (less than) in excess of statutory tax rates (18,398) 8,161 (5,035) Impact of Finance Structure (5,734) (8,165) — Gain on divestiture — — 3,465 Nondeductible transaction costs 6,743 3,844 — Goodwill impairment (non-deductible) 41,510 — — US Tax Reform (net impact) (11,569) — — Share-based Compensation (2,464) — — Other (206) 316 (773) Subtotal (16,559) 34,018 39,979 Change in valuation allowance 7,267 (7,396) (637) Total income tax (benefit) expense $ (9,292) $ 26,622 $ 39,342

The net income tax benefit is attributable to a combination of 1) the U.S. Tax Reform benefit of $11.6 million, 2) the excess tax benefit related to share-based compensation, and 3) the mix of earnings across jurisdictions, and is partially offset by the establishment of a valuation allowance related to Australian deferred tax assets of $6.4 million. In addition, the goodwill impairment recognized during the period ended September 30, 2017, was not deductible for income tax purposes, and as a result there was no tax benefit recognized from the impairment. For additional information, see Item 8. Financial Statements and Supplementary data, Note 1. Basis of Presentation and Summary of Significant accounting – (l) Intangible Assets Other Than Goodwill and (m) Goodwill.

The Company’s net deferred tax assets and liabilities (by segment) consisted of the following:

Year Ended December 31, 2017 Australia North Europe & & New America Africa Zealand Corporate Total (In thousands) Noncurrent deferred tax asset $ 29,218 $ 14,572 $ 15,803 $ 942 $ 60,535 Valuation allowance (2,267) (891) (6,387) — (9,545) Noncurrent deferred tax liability (61,486) (10,293) (9,416) — (81,195) Net noncurrent deferred tax (liability) asset $ (34,535) $ 3,388 $ — $ 942 $ (30,205)

Year Ended December 31, 2016 Australia North Europe & & New America Africa Zealand Corporate Total (In thousands) Noncurrent deferred tax asset $ 34,274 $ 18,644 $ — $ 1,768 $ 54,686 Valuation allowance (2,244) (850) — — (3,094) Noncurrent deferred tax liability (59,194) (7,019) — — (66,213) Net noncurrent deferred tax (liability) asset $ (27,164) $ 10,775 $ — $ 1,768 $ (14,621)

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The Company’s tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities consisted of the following:

December 31, 2017 December 31, 2016 (In thousands) Noncurrent deferred tax assets Reserve for receivables $ 564 $ 667 Accrued liabilities and inventory reserves 6,358 7,472 Net operating loss carryforward 12,940 8,779 Unrealized losses on interest rate swap contracts 70 5,452 Share-based compensation expense 5,859 11,455 Asset retirement obligations 2,595 3,300 Tangible and intangible assets 25,117 13,343 Deferred revenue 287 878 Other 6,745 3,340 Subtotal 60,535 54,686 Valuation allowance (9,545) (3,094) Noncurrent deferred tax assets $ 50,990 $ 51,592

Noncurrent deferred tax liabilities Tangible and intangible assets $ (79,666) $ (66,116) Asset retirement obligations (45) (97) Unrealized gain on interest rate swap contracts (1,181) — Other (303) — Noncurrent deferred tax liabilities $ (81,195) $ (66,213)

Net deferred tax liability $ (30,205) $ (14,621)

The Company assesses the need for any deferred tax asset valuation allowances at the end of each reporting period. The determination of whether a valuation allowance for deferred tax assets is needed is subject to considerable judgment and requires an evaluation of all available positive and negative evidence. Based on the assessment at December 31, 2017, and the weight of all evidence, the Company concluded that maintaining valuation allowances on deferred tax assets in Australia, Mexico, and other new markets is appropriate, as the Company currently believes that it is more likely than not that the related deferred tax assets will not be realized.

The deferred tax expenses and benefits associated with the Company’s net unrealized gains and losses on derivative instruments and foreign currency translation adjustments have been reflected within the Accumulated other comprehensive loss, net balance in the accompanying Consolidated Balance Sheets.

As of December 31, 2017, the Company had approximately $7.3 million in U.S. federal net operating loss carryforwards that will begin expiring in 2021, approximately $26.7 million in Canadian net operating loss carryforwards that will begin expiring in 2031, and approximately $8.9 million in net operating loss carryforwards in Mexico that are subject to expiration based on a 10 year loss carryforward limitation. The deferred tax benefits associated with such carryforwards in Mexico, to the extent they are not offset by deferred tax liabilities, have been fully reserved for through a valuation allowance.

The Company currently believes that the unremitted earnings of certain of its foreign subsidiaries will be indefinitely reinvested in the corresponding country of origin. Accordingly, no deferred taxes have been provided for on the differences between the Company’s book basis and underlying tax basis in those subsidiaries, except as was mandated by U.S. Tax Reform.

The Company files U.S., state, and foreign income tax returns in jurisdictions with varying statutes of limitations. With few exceptions, the Company is not subject to income tax examination by tax authorities for years before 2012.

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The Company recorded $1.2 million of uncertain tax benefits in conjunction with the acquisition of DCPayments as of December 31, 2017. It is reasonably possible that the total amount of this unrecognized benefit may change within the next twelve months as a result of the resolution of income tax examinations and the lapse of the applicable statute of limitations. At this time, it is not possible to estimate the range of change due to the uncertainty of potential outcomes. If the tax position is resolved, the total amount of unrecognized tax benefits would affect the effective tax rate. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in tax expense. The amount of interest and penalties recognized in 2017 is immaterial.

(19) Concentration Risk

Significant supplier. For the years ended December 31, 2017 and 2016, the Company purchased ATM and ATM- related equipment from one supplier that accounted for 73.7% and 60.0%, respectively, of the Company’s total ATM purchases for those years.

Significant customers. For the years ended December 31, 2017 and 2016, the Company derived approximately 30.9% and 39.2%, respectively, of its total revenues from ATMs placed at the locations of its top five merchant customers. The Company’s top five merchant customers for the years ended December 31, 2017 and 2016 were 7- Eleven, Inc. (“7-Eleven”), CVS Caremark Corporation (“CVS”), Co-op Food (in the U.K.), Walgreens Boots Alliance, Inc. (“Walgreens”), and Speedway LLC (“Speedway”). 7-Eleven in the U.S. is currently the largest merchant customer in the Company’s portfolio, representing 12.5% and 18% of the Company’s total revenues for the years ended December 31, 2017 and 2016, respectively. The next four largest merchant customers together comprised 18.4% and 21.0% of the Company’s total revenues for the years ended December 31, 2017 and 2016, respectively.

Accordingly, a significant percentage of the Company’s future revenues and operating income will be dependent upon the successful continuation of its relationship with these merchants. The 7-Eleven ATM placement agreement in the U.S. expired in July 2017, and most of the ATM operations in the U.S. were transitioned to the new service provider as of December 31, 2017. We expect the transition to be complete during the first quarter of 2018. As a result, the loss of the 7-Eleven relationship in the U.S., has had and will most likely continue to have, a significant negative impact on our income from operations and cash flows relative to prior periods.

(20) Segment Information

As of December 31, 2017, the Company’s operations consisted of its North America, Europe & Africa, and Australia & New Zealand segments. As the integration of DCPayments (acquired in January 2017) progressed throughout the second quarter of 2017, the Company separated the DCPayments operations into their respective geographical components, including them within the Company’s geographical segments and created a new Australia & New Zealand segment, which includes the DCPayments operations in Australia and New Zealand. The Company’s ATM operations in the U.S., Canada, Mexico, and Puerto Rico are included in its North America segment. The North America segment also includes the Company’s transaction processing operations, which service its internal ATM operations, along with external customers. The transaction processing operations were previously reported in the Company’s Corporate & Other segment. The Corporate segment solely includes the Company’s corporate general and administrative expenses. The Company’s operations in the U.K., Ireland, Germany, Poland, Spain, and South Africa are included in its Europe & Africa segment, along with i-design (the Company’s ATM advertising business based in the U.K.). While each of the reporting segments provides similar kiosk-based and/or ATM-related services, each segment is managed separately and requires different marketing and business strategies. Segment information presented for prior periods have been revised to reflect the changes in the Company’s segments.

Management uses Adjusted EBITDA and Adjusted EBITA, together with U.S. GAAP measures, to manage and measure the performance of its segments. Management believes Adjusted EBITDA and Adjusted EBITA are useful measures because they allow management to more effectively evaluate the performance of the business and compare its results of operations from period to period without regard to financing methods, capital structure or non-recurring costs, as defined by the Company. Adjusted EBITDA and Adjusted EBITA exclude amortization of intangible assets, share-based compensation expense, acquisition and divestiture-related expenses, certain non-operating expenses (if applicable in a particular period), certain costs not anticipated to occur in future periods, gains or losses on disposal 164

and impairment of assets, the Company’s obligations for the payment of income taxes, interest expense, and other obligations such as capital expenditures, and includes an adjustment for noncontrolling interests. Additionally, Adjusted EBITDA excludes depreciation and accretion expense. Depreciation and accretion expense and amortization of intangible assets are excluded as these amounts can vary substantially from company to company within the Company’s industry depending upon accounting methods and book values of assets, capital structures, and the methods by which the assets were acquired.

Adjusted EBITDA and Adjusted EBITA, as defined by the Company, are non-GAAP financial measures provided as a complement to financial results prepared in accordance with U.S. GAAP and may not be comparable to similarly- titled measures reported by other companies. In evaluating the Company’s performance as measured by Adjusted EBITDA and Adjusted EBITA, management recognizes and considers the limitations of these measurements. Accordingly, Adjusted EBITDA and Adjusted EBITA are only two of the measurements that management utilizes. Therefore, Adjusted EBITDA and Adjusted EBITA should not be considered in isolation or as a substitute for operating income, net income, cash flows from operating, investing, or financing activities, or other income or cash flow measures prepared in accordance with U.S. GAAP.

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Below is a reconciliation of Net (loss) income attributable to controlling interests and available to common shareholders to EBITDA, Adjusted EBITDA, and Adjusted EBITA:

Year Ended December 31, 2017 2016 2015 (In thousands)

Net (loss) income attributable to controlling interests and available to common shareholders $ (145,350) $ 87,991 $ 67,080 Adjustments: Interest expense, net 35,036 17,360 19,451 Amortization of deferred financing costs and note discount 12,574 11,529 11,363 Income tax (benefit) expense (9,292) 26,622 39,342 Depreciation and accretion expense 122,036 90,953 85,030 Amortization of intangible assets 57,866 36,822 38,799 EBITDA $ 72,870 $ 271,277 $ 261,065 Add back: Loss (gain) on disposal and impairment of assets 33,275 81 (14,010) Other expense (1) 3,524 2,958 3,780 Noncontrolling interests (2) (25) (67) (996) Share-based compensation expense 14,395 21,430 19,421 Acquisition and divestiture-related expenses (3) 18,917 9,513 27,127 Goodwill and intangible asset impairment(4) 194,521 — — Redomicile-related expenses (5) 782 13,747 — Restructuring expenses (6) 10,354 — — Adjusted EBITDA $ 348,613 $ 318,939 $ 296,387 Less: Depreciation and accretion expense (7) 122,029 90,927 84,608 Adjusted EBITA $ 226,584 $ 228,012 $ 211,779

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The following tables reflect certain financial information for each of the Company’s reporting segments for the periods presented:

Year Ended December 31, 2017 Australia & North Europe & New America Africa (1) Zealand (2) Corporate Eliminations Total (In thousands) Revenue from external customers $ 971,343 $ 403,344 $ 132,912 $ — $ — $ 1,507,599 Intersegment revenues 9,043 1,488 — — (10,531) — Cost of revenues 658,153 250,120 96,474 1,146 (6,773) 999,120 Selling, general, and administrative expenses 71,603 37,992 9,244 55,398 — 174,237 Redomicile-related expenses — 49 — 733 — 782 Restructuring expenses 3,668 2,942 — 3,744 — 10,354 Acquisition and divestiture-related expenses 2,210 2,261 3,132 11,314 — 18,917 Goodwill and intangible asset impairment — — 194,521 — — 194,521 Loss on disposal and impairment of assets 10,432 1,299 21,496 48 — 33,275

Adjusted EBITDA 250,619 116,720 27,170 (42,137) (3,759) 348,613

Depreciation and accretion expense 70,934 44,306 6,796 — — 122,036 Adjusted EBITA 179,686 72,414 20,380 (42,137) (3,759) 226,584

Capital expenditures (3) $ 61,742 $ 61,651 $ 6,310 $ 14,437 $ — $ 144,140

Year Ended December 31, 2016 Australia & New North Europe & Zealand America Africa (1) (2) Corporate Eliminations Total (In thousands) Revenue from external customers $ 899,392 $ 365,972 $ — $ — $ — $ 1,265,364 Intersegment revenues 9,006 1,437 — — (10,443) — Cost of revenues 592,187 231,465 — 878 (10,443) 814,087 Selling, general, and administrative expenses 63,672 34,138 — 55,972 — 153,782 Redomicile-related expenses — 166 — 13,581 — 13,747 Acquisition and divestiture-related expenses 3,035 1,471 — 5,007 — 9,513 Loss (gain) on disposal and impairment of assets 1,975 (1,894) — — — 81

Adjusted EBITDA 252,543 101,806 — (35,489) 79 318,939

Depreciation and accretion expense 54,597 36,356 — — — 90,953 Adjusted EBITA 197,946 65,450 — (35,463) 79 228,012

Capital expenditures (3) $ 64,028 $ 51,294 $ — $ 10,560 $ — $ 125,882

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Year Ended December 31, 2015 Australia & New North Europe & Zealand America Africa (1) (2) Corporate Eliminations Total (In thousands) Revenue from external customers $ 824,075 $ 376,226 $ — $ — $ — $ 1,200,301 Intersegment revenues 11,275 (1,140) — — (10,135) — Cost of revenues 532,013 259,889 — 1,219 (10,184) 782,937 Selling, general, and administrative expenses 61,602 32,410 — 46,489 — 140,501 Acquisition and divestiture-related expenses 4,769 22,258 — 100 — 27,127 Loss (gain) on disposal of assets 2,089 (16,099) — — — (14,010)

Adjusted EBITDA 239,475 85,125 — (28,280) 67 296,387

Depreciation and accretion expense 50,897 34,133 — — — 85,030 Adjusted EBITA 188,577 50,992 — (28,280) 490 211,779

Capital expenditures (3) $ 90,499 $ 51,850 $ — $ — $ — $ 142,349

(1) The Europe & Africa segment includes operations in South Africa, which were acquired on January 31, 2017. (2) The Australia & New Zealand segment includes operations in Australia and New Zealand, which were acquired on January 6, 2017 with the DCPayments acquisition. (3) Capital expenditure amounts include payments made for exclusive license agreements, site acquisition costs, and other intangible assets. Additionally, capital expenditure amounts for one of the Company’s Mexican subsidiaries, included in the North America segment, are reflected gross of any noncontrolling interest amounts. 

Identifiable Assets

December 31, 2017 December 31, 2016 (In thousands) North America $ 1,175,154 $ 956,807 Europe & Africa 579,879 363,857 Australia & New Zealand 75,095 — Corporate 32,588 44,032 Total $ 1,862,716 $ 1,364,696

(21) Supplemental Guarantor Financial Information

Prior to the Redomicile Transaction, the 2022 Notes were fully and unconditionally guaranteed, subject to certain customary release provisions, on a joint and several basis by certain wholly-owned subsidiaries of Cardtronics Delaware. On July 1, 2016, Cardtronics plc and certain of its subsidiaries became 2022 Notes Guarantors pursuant to the 2022 Notes Supplemental Indenture entered into in conjunction with the Redomicile Transaction. As of December 31, 2017, the 2022 Notes were fully and unconditionally guaranteed, subject to certain customary release provisions, on a joint and several basis by Cardtronics plc and certain wholly-owned subsidiaries (including the original Cardtronics Delaware subsidiary 2022 Notes Guarantors). Cardtronics Delaware, the subsidiary issuer of the 2022 Notes is 100% owned by Cardtronics plc, the parent 2022 Notes Guarantor. In addition, on April 28, 2017, additional subsidiaries of Cardtronics plc were added as 2022 Notes Guarantors pursuant to the 2022 Notes Second Supplemental Indenture.

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The guarantees of the 2022 Notes by any 2022 Notes Guarantor (other than Cardtronics plc) are subject to automatic and customary releases upon: (i) the sale or disposition of all or substantially all of the assets of the 2022 Notes Guarantor, (ii) the disposition of sufficient common shares of the 2022 Notes Guarantor so that it no longer qualifies under the 2022 Notes Indenture as a restricted subsidiary of Cardtronics plc, (iii) the designation of the 2022 Notes Guarantor as unrestricted in accordance with the 2022 Notes Indenture, (iv) the legal or covenant defeasance of the 2022 Notes or the satisfaction and discharge of the 2022 Notes Indenture, (v) the liquidation or dissolution of the 2022 Notes Guarantor, or (vi) provided the 2022 Notes Guarantor is not wholly-owned by Cardtronics plc, its ceasing to guarantee other indebtedness the Cardtronics plc, Cardtronics Delaware, or another 2022 Notes Guarantor. A 2022 Notes Guarantor (other than Cardtronics plc) may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into, another company (other than Cardtronics plc, Cardtronics Delaware, or another 2022 Notes Guarantor), unless no default under the 2022 Notes Indenture exists and either the successor to the 2022 Notes Guarantor assumes its guarantee of the 2022 Notes or the disposition, consolidation, or merger complies with the “Asset Sales” covenant in the 2022 Notes Indenture. In addition, Cardtronics plc may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into, another company (other than Cardtronics Delaware or another 2022 Notes Guarantor), unless, among other things, no default under the 2022 Notes Indenture exists, the successor to Cardtronics plc is a domestic entity and assumes Cardtronics plc’s guarantee of the 2022 Notes and transaction (on a pro forma basis) satisfies certain criteria related to the Fixed Charge Coverage Ratio (as defined in the 2022 Notes Indenture).

The following information reflects the Condensed Consolidating Statements of Comprehensive (Loss) Income and Condensed Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016, and 2015 and the Condensed Consolidating Balance Sheets as of December 31, 2017 and 2016 for: (i) Cardtronics plc, the parent 2022 Notes Guarantor (“Parent”), (ii) Cardtronics Delaware (“Issuer”), (iii) the 2022 Notes Guarantors (including those 2022 Notes Guarantors added pursuant to the 2022 Notes Second Supplemental Indenture) (the “Guarantors”), and (iv) the 2022 Notes Non-Guarantors. The statements for the 2016 periods have been revised to present the financial results of these entities in a manner that is consistent with the Company’s organizational structure as of December 31, 2017.

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Condensed Consolidating Statements of Comprehensive (Loss) Income

Year Ended December 31, 2017 Non- Parent Issuer Guarantors Guarantors Eliminations Total (In thousands) Revenues $ — $ — $ 1,050,497 $ 468,695 $ (11,593) $ 1,507,599 Operating costs and expenses 30,015 2,087 951,444 444,634 (11,593) 1,416,587 Goodwill and intangible impairment — — 194,521 — — 194,521 (Loss) income from operations (30,015) (2,087) (95,468) 24,061 — (103,509) Interest expense (income), net, including amortization of deferred financing costs and note discount — 25,374 39,299 (17,062) (1) 47,610 Equity in (earnings) loss of subsidiaries 121,145 (19,429) (320,861) (2,940) 222,085 — Other (income) expense (130) (411) 26,322 (10,172) (12,085) 3,524 (Loss) income before income taxes (151,030) (7,621) 159,772 54,235 (209,999) (154,643) Income tax (benefit) expense (5,679) (10,550) 1,881 5,056 — (9,292) Net (loss) income (145,351) 2,929 157,891 49,179 (209,999) (145,351) Net loss attributable to noncontrolling interests — — — — (1) (1) Net (loss) income attributable to controlling interests and available to common shareholders (145,351) 2,929 157,891 49,179 (209,998) (145,350) Comprehensive (loss) income attributable to controlling interests $ (71,811) $ 5,616 $ 189,618 $ 93,024 $ (288,258) $ (71,811)

Year Ended December 31, 2016 Non- Parent Issuer Guarantors Guarantors Eliminations Total (In thousands) Revenues $ — $ — $ 904,237 $ 411,907 $ (50,780) $ 1,265,364 Operating costs and expenses 18,166 22,565 764,425 364,609 (50,780) 1,118,985 (Loss) income from operations (18,166) (22,565) 139,812 47,298 — 146,379 Interest expense (income), net, including amortization of deferred financing costs and note discount — 25,188 30,212 (26,511) — 28,889 Equity in (earnings) loss of subsidiaries (102,653) (102,835) (58,890) — 264,378 — Other expense (income) 263 (19,838) (3,914) (2,882) 29,329 2,958 Income before income taxes 84,224 74,920 172,404 76,691 (293,707) 114,532 Income tax (benefit) expense (3,686) (10,889) 37,268 3,929 — 26,622 Net income 87,910 85,809 135,136 72,762 (293,707) 87,910 Net loss attributable to noncontrolling interests — — — — (81) (81) Net income attributable to controlling interests and available to common shareholders 87,910 85,809 135,136 72,762 (293,626) 87,991 Comprehensive income attributable to controlling interests $ 68,919 $ 77,015 $ 122,973 $ 73,395 $ (273,302) $ 69,000

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Year Ended December 31, 2015 Non- Parent Issuer Guarantors Guarantors Eliminations Total

(In thousands) Revenues $ — $ — $ 856,948 $ 397,831 $ (54,478) $ 1,200,301 Operating costs and expenses — 4,945 751,726 358,191 (54,478) 1,060,384 (Loss) income from operations — (4,945) 105,222 39,640 — 139,917 Interest expense, net, including amortization of deferred financing costs and note discount — 22,633 5,650 2,521 10 30,814 Equity in (earnings) loss of subsidiaries (65,981) (68,405) 4,811 — 129,575 — Other (income) expense — (177) (13,689) 86,256 (68,610) 3,780 Income (loss) before income tax 65,981 41,004 108,450 (49,137) (60,975) 105,323 Income tax (benefit) expense — (10,687) 42,443 7,586 — 39,342 Net income (loss) 65,981 51,691 66,007 (56,723) (60,975) 65,981 Net loss attributable to noncontrolling interests — — — — (1,099) (1,099) Net income (loss) attributable to controlling interests and available to common shareholders 65,981 51,691 66,007 (56,723) (59,876) 67,080 Comprehensive income (loss) attributable to controlling interests $ 60,201 $ 41,287 $ 80,639 $ (66,070) $ (54,757) $ 61,300

171

Condensed Consolidating Balance Sheets

As of December 31, 2017 Non- Parent Issuer Guarantors Guarantors Eliminations Total (In thousands) Assets Cash and cash equivalents $ 89 $ 7 $ 15,807 $ 35,467 $ — $ 51,370 Accounts and notes receivable, net — — 55,912 49,333 — 105,245 Deferred tax asset, net — — (3,466) 3,466 — — Other current assets 400 1,585 73,847 82,885 — 158,717 Total current assets 489 1,592 142,100 171,151 — 315,332 Property and equipment, net — — 312,591 185,479 (168) 497,902 Intangible assets, net — — 159,248 51,337 (723) 209,862 Goodwill — — 572,275 202,664 — 774,939 Investments in and advances to subsidiaries 385,729 465,347 392,327 — (1,243,403) — Intercompany receivable 10,231 211,540 71,477 486,408 (779,656) — Deferred tax asset, net 332 — 1,343 5,250 — 6,925 Prepaid expenses, deferred costs, and other noncurrent assets — 12,172 28,763 16,821 — 57,756 Total assets $ 396,781 $ 690,651 $ 1,680,124 $ 1,119,110 $ (2,023,950) $ 1,862,716 Liabilities and Shareholders' Equity Current portion of other long- term liabilities — 4,892 21,746 4,744 (12) 31,370 Accounts payable and accrued liabilities 979 10,070 205,199 134,932 — 351,180 Total current liabilities 979 14,962 226,945 139,676 (12) 382,550 Long-term debt — 504,912 394,596 18,213 — 917,721 Intercompany payable 5,409 4,272 673,053 100,410 (783,144) — Asset retirement obligations — — 25,424 34,496 — 59,920 Deferred tax liability, net — — 34,926 2,204 — 37,130 Other long-term liabilities — 3,997 25,402 45,603 — 75,002 Total liabilities 6,388 528,143 1,380,346 340,602 (783,156) 1,472,323 Shareholders' equity 390,393 162,508 299,778 778,508 (1,240,794) 390,393 Total liabilities and shareholders' equity $ 396,781 $ 690,651 $ 1,680,124 $ 1,119,110 $ (2,023,950) $ 1,862,716

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As of December 31, 2016 Non- Parent Issuer Guarantors Guarantors Eliminations Total (In thousands) Assets Cash and cash equivalents $ 101 $ 7 $ 6,995 $ 66,431 $ — $ 73,534 Accounts and notes receivable, net — — 59,375 24,781 — 84,156 Other current assets — 1,468 52,087 58,292 — 111,847 Total current assets 101 1,475 118,457 149,504 — 269,537 Property and equipment, net — — 271,142 121,593 — 392,735 Intangible assets, net — — 89,028 32,202 — 121,230 Goodwill — — 450,229 82,846 — 533,075 Investments in and advances to subsidiaries 452,014 748,278 872,795 — (2,073,087) — Intercompany receivable 12,962 297,790 251,754 1,615,808 (2,178,314) — Deferred tax asset, net 537 — 1,462 11,005 — 13,004 Prepaid expenses, deferred costs, and other noncurrent assets — 504 22,098 12,513 — 35,115 Total assets $ 465,614 $ 1,048,047 $ 2,076,965 $ 2,025,471 $ (4,251,401) $ 1,364,696 Liabilities and Shareholders' Equity Current portion of other long- term liabilities — — 22,662 5,591 (16) 28,237 Accounts payable and accrued liabilities (15) 17,152 179,489 89,024 (67) 285,583 Total current liabilities (15) 17,152 202,151 94,615 (83) 313,820 Long-term debt — 502,539 — — — 502,539 Intercompany payable 8,694 82,660 1,248,493 838,467 (2,178,314) — Asset retirement obligations — — 21,746 23,340 — 45,086 Deferred tax liability, net — — 24,953 2,672 — 27,625 Other long-term liabilities — 504 14,305 3,882 — 18,691 Total liabilities 8,679 602,855 1,511,648 962,976 (2,178,397) 907,761 Shareholders' equity 456,935 445,192 565,317 1,062,495 (2,073,004) 456,935 Total liabilities and shareholders' equity $ 465,614 $ 1,048,047 $ 2,076,965 $ 2,025,471 $ (4,251,401) $ 1,364,696

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Condensed Consolidated Statement of Cash Flows

Year Ended December 31, 2017 Non- Parent Issuer Guarantors Guarantors Eliminations Total (In thousands) Net cash provided by operating activities $ 8,388 $ 20,200 $ 164,993 $ 24,311 $ — $ 217,892 Additions to property and equipment — — (83,357) (60,783) — (144,140) Acquisitions, net of cash acquired — — (468,930) (18,147) — (487,077) Net cash used in investing activities — — (552,287) (78,930) — (631,217) Proceeds from borrowings under revolving credit facility — 352,600 604,138 124,951 — 1,081,689 Repayments of borrowings under revolving credit facility — (372,800) (495,944) (107,417) — (976,161) Proceeds from borrowings of long-term debt — — 300,000 — — 300,000 Debt issuance costs — — (5,704) — — (5,704) Intercompany financing — — (6,605) 6,605 — — Tax payments related to share-based compensation (8,504) — — — — (8,504) Proceeds from exercises of stock options 104 — — — — 104 Net cash (used in) provided by financing activities (8,400) (20,200) 395,885 24,139 — 391,424 Effect of exchange rate changes on cash — — 221 (484) — (263) Net (decrease) increase in cash and cash equivalents (12) — 8,812 (30,964) — (22,164) Cash and cash equivalents as of beginning of period 101 7 6,995 66,431 — 73,534 Cash and cash equivalents as of end of period $ 89 $ 7 $ 15,807 $ 35,467 $ — $ 51,370

174

Year Ended December 31, 2016 Non- Parent Issuer Guarantors Guarantors Eliminations Total (In thousands) Net cash (used in) provided by operating activities $ (1,106) $ 60,033 $ 101,430 $ 109,918 $ — $ 270,275 Additions to property and equipment — — (77,124) (48,758) — (125,882) Acquisitions, net of cash acquired — — (17,512) (5,157) — (22,669) Proceeds from sale of assets and businesses — — 9,348 — — 9,348 Net cash used in investing activities — — (85,288) (53,915) — (139,203) Proceeds from borrowings under revolving credit facility — 198,826 — 36,542 — 235,368 Repayments of borrowings under revolving credit facility — (255,727) — (55,635) — (311,362) Intercompany financing — 248 (14,430) 14,182 — — Proceeds from exercises of stock options 526 147 — — — 673 Additional tax (expense) related to share- based compensation 681 (343) — — — 338 Repurchase of common shares — (3,959) — — — (3,959) Net cash (used in) provided by financing activities 1,207 (60,808) (14,430) (4,911) — (78,942) Effect of exchange rate changes on cash — — (917) (3,976) — (4,893) Net increase (decrease) in cash and cash equivalents 101 (775) 795 47,116 — 47,237 Cash and cash equivalents as of beginning of period — 782 6,200 19,315 — 26,297 Cash and cash equivalents as of end of period $ 101 $ 7 $ 6,995 $ 66,431 $ — $ 73,534

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Year Ended December 31, 2015 Non- Parent Issuer Guarantors Guarantors Eliminations Total

(In thousands) Net cash provided by operating activities $ — $ 67,436 $ 110,945 $ 77,802 $ 370 $ 256,553 Additions to property and equipment — — (93,248) (48,731) (370) (142,349) Funding of intercompany notes payable, net — — — — — — Acquisitions, net of cash acquired — — (72,434) (31,440) — (103,874) Proceeds from sale of assets and businesses — — 36,661 — — 36,661 Net cash used in investing activities — — (129,021) (80,171) (370) (209,562) Proceeds from borrowings under revolving credit facility — 379,400 — 73,270 — 452,670 Repayments of borrowings under revolving credit facility — (446,085) — (53,466) — (499,551) Repayments of intercompany notes payable — 1,670 24,523 (26,193) — — Proceeds from exercises of stock options — 1,107 — — — 1,107 Additional tax benefit related to share-based compensation — 1,985 — — — 1,985 Repurchase of common shares — (4,731) — — — (4,731) Net cash (used in) provided by financing activities — (66,654) 24,523 (6,389) — (48,520) Effect of exchange rate changes on cash — — — (4,049) — (4,049) Net (decrease) increase in cash and cash equivalents — 782 6,447 (12,807) — (5,578) Cash and cash equivalents as of beginning of period — — (247) 32,122 — 31,875 Cash and cash equivalents as of end of period $ — $ 782 $ 6,200 $ 19,315 $ — $ 26,297 .

(22) New Accounting Pronouncements

For information related to the ASUs adopted during the year ended December 31, 2017, see Note 1. Basis of Presentation and Summary of Significant Accounting Policies – (b) Basis of Presentation. The new ASUs relevant to the Company are as follows:

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. ASU 2014-09 was later amended by ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU No. 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, and ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. ASU 2014-09, as amended, (the “Revenue Standard”) supersedes most industry specific guidance and intends to enhance comparability of revenue recognition practices across entities and industries by providing a principle-based, comprehensive framework for addressing revenue recognition issues. The Revenue Standard is effective for fiscal years beginning after December 15, 2017, and interim reporting periods within those years, although early adoption is permitted.

The Company will adopt the Revenue Standard in the first quarter of fiscal 2018. The Company has completed an analysis of its most significant revenue streams including those most likely to be impacted by the Revenue Standard and anticipates that the adoption of the Revenue Standard will result in relatively minor impacts to the recognition of revenues to be reported in its consolidated financial statements. The Company believes that the most significant impact will be from the deferral of contract acquisition costs. These costs primarily consist of sales commissions and directly related costs provided to the Company’s sales force that have not been deferred historically. It has been the Company’s 176

practice to recognize sales commissions when paid and now they will be deferred and recognized over time. The Company plans to use the modified retrospective method to adopt the Revenue Standard, recognizing deferred sales commissions and related costs of approximately $8.0 million effective January 1, 2018.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (the “Lease Standard”) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous U.S. GAAP. The Lease Standard requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. The Lease Standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, using a modified retrospective approach and early adoption is permitted. The Company is required to adopt the Lease Standard during the first quarter of fiscal 2019. The Company is currently reviewing its operating leases and ATM placement agreements to assess the impact the Lease Standard will have on its consolidated financial statements. The Company currently anticipates that its adoption of the Lease Standard will result in the recognition of significant right-to-use assets and lease liabilities related to its operating leases as well as certain of its ATM placement agreements that contain fixed payments and are deemed to contain a lease under the Lease Standard.

In August and November 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”) and ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). ASU 2016-15 and ASU 2016-18 update the following specific cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon or insignificant rate debt instruments; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies; distributions received from equity method investees; beneficial interests in securitization transactions; separately identifiable cash flows and application of the predominance principle, and classification of restricted cash. ASU 2016-15 and ASU 2016-18 are effective for fiscal years beginning after December 15, 2017, and interim periods within those years, and early adoption is permitted. The Company is required to adopt this guidance during the first quarter of fiscal 2018 and plans to adopt both ASU 2016-15 and ASU 2016-18 at that time. Responsive to this guidance, the Company will include the balance of restricted cash together with cash and cash equivalents when presenting the Consolidated Statements of Cash Flows, commencing with its first quarter reporting in 2018. The Company will also recognize contingent consideration payments up to the amount of the liability recognized at the acquisition date in financing activities and any excess in operating activities. The Company does not anticipate that this classification will result in a change to the operating, financing, or investing cash flows that would otherwise be reported.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory (“ASU 2016-16”). ASU 2016-16 requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments eliminate the exception for an intra-entity transfer of an asset other than inventory. ASU 2016-16 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, and early adoption is permitted. The Company is currently evaluating the impact the standard will have on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). ASU 2017-01 clarifies the definition of a business when determining an acquisition, divestiture, disposal, goodwill, or consolidation. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, and interim periods within those years, and early adoption is permitted.

In addition, in January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 from the goodwill impairment test and the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, and interim periods within those years, and early adoption is permitted.

177

In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). ASU 2017-09 clarifies what constitutes a modification of a share-based payments award. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017, and interim periods within those years, and early adoption is permitted. The Company is currently evaluating the impact these standards will have on its consolidated financial statements.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). ASU 2017-12 provides targeted improvements to the accounting for hedging activities to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018 and early adoption is permitted. The Company is currently evaluating the impact these standards will have on its consolidated financial statements.

(23) Supplemental Selected Quarterly Financial Information (Unaudited)

The Company’s financial information by quarter is summarized below for the periods indicated:

Quarter Ended March 31 June 30 September 30 December 31 Total (In thousands, excluding per share amounts) 2017 Total revenues $ 357,572 $ 385,112 $ 401,950 $ 362,965 $ 1,507,599 Net (loss) income (894) 15,157 (175,570) 15,956 (145,351) Net income attributable to controlling interests and available to common shareholders (901) 15,158 (175,561) 15,954 (145,350) Basic net income per common share $ (0.02) $ 0.33 $ (3.84) $ 0.34 $ (3.19) Diluted net income per common share $ (0.02) $ 0.33 $ (3.84) $ 0.34 $ (3.19)

2016 Total revenues $ 303,247 $ 323,961 $ 328,334 $ 309,822 $ 1,265,364 Net income 15,359 20,114 27,478 24,959 87,910 Net income attributable to controlling interests and available to common shareholders 15,384 20,148 27,490 24,969 87,991 Basic net income per common share $ 0.34 $ 0.45 $ 0.61 $ 0.55 $ 1.95 Diluted net income per common share $ 0.34 $ 0.44 $ 0.60 $ 0.54 $ 1.92

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements on any matters of accounting principles or financial statement disclosure between the Company and its independent registered public accountants.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company have evaluated, under the supervision and with the participation of its management, including its principal executive officer and principal financial officer, the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K (this “2017 Form 10-K”). The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in reports that it files under the Exchange Act is accumulated and communicated to its management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that its disclosure controls and procedures were effective as of December 31, 2017 at the reasonable assurance level.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company’s system of internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act). The Company’s internal control over financial reporting is a process designed by management, under the supervision and with the participation of its principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with U.S. GAAP. The Company’s internal control over financial reporting includes those policies and procedures that: (i) relate to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP, and that its receipts and expenditures are being made only in accordance with authorizations of its management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of its assets that could have a material effect on its consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The scope of management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017 includes its consolidated subsidiaries, except for the acquisitions of DCPayments and Spark during 2017. DCPayments’ and Spark’s internal control over financial reporting was associated with approximately 26% of total assets (of which approximately 19% represents goodwill and intangibles included within 179

the scope of the assessment) and total revenues of approximately 18% included in the consolidated financial statements of the Company as of and for the year ended December 31, 2017.

The Company’s management, under the supervision and with the participation of its principal executive officer and principal financial officer, assessed the effectiveness of its internal control over financial reporting as of December 31, 2017 based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the Company’s evaluation under the framework in Internal Control - Integrated Framework (2013), its management concluded that its internal control over financial reporting was effective as of December 31, 2017.

Attestation Report of the Independent Registered Public Accounting Firm

The Company’s internal control over financial reporting as of December 31, 2017 has been audited by KPMG LLP, an independent registered public accounting firm that audited the Company’s consolidated financial statements included in this 2017 Form 10-K, as stated in the attestation report which is included in Item 8. Financial Statements and Supplementary Data, Reports of Independent Registered Public Accounting Firm.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Code of Ethics

The Company has adopted a Code of Ethics applicable to its principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions. A copy of the Code of Ethics is available on the Company’s website at http://www.cardtronics.com, and you may also request a copy of the Code of Ethics at no cost, by writing or telephoning at the following: Cardtronics plc, Attention: Chief Financial Officer, 3250 Briarpark Drive, Suite 400, Houston, Texas 77042, (832) 308-4000. The Company intends to disclose any amendments to or waivers of the Code of Ethics on behalf of its Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and persons performing similar functions on its website at http://www.cardtronics.com promptly following the date of any such amendment or waiver.

Pursuant to General Instruction G of Form 10-K, the Company incorporates by reference into this Item 10 the remaining information required by this Item 10 from the information to be disclosed in its definitive proxy statement for its 2018 Annual Meeting of Shareholders.

ITEM 11. EXECUTIVE COMPENSATION

Pursuant to General Instruction G of Form 10-K, the Company incorporates by reference into this Item 11 the information to be disclosed in its definitive proxy statement for its 2018 Annual Meeting of Shareholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Pursuant to General Instruction G of Form 10-K, the Company incorporates by reference into this Item 12 the information to be disclosed in its definitive proxy statement for its 2018 Annual Meeting of Shareholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Pursuant to General Instruction G of Form 10-K, the Company incorporates by reference into this Item 13 the information to be disclosed in its definitive proxy statement for its 2018 Annual Meeting of Shareholders.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Pursuant to General Instruction G of Form 10-K, the Company incorporates by reference into this Item 14 the information to be disclosed in its definitive proxy statement for its 2018 Annual Meeting of Shareholders.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1. Consolidated Financial Statements

Page

Consolidated Balance Sheets as of December 31, 2017 and 2016 11717

Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016, and 2015 1188 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2017, 2016, and

2015 11919 Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2017, 2016, and

2015 120

Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016, and 2015 1211

Notes to Consolidated Financial Statements 1222

2. Financial Statement Schedules

All schedules are omitted because they are either not applicable or required information is reported in the consolidated financial statements or notes thereto.

3. Index to Exhibits

The exhibits required to be filed pursuant to the requirements of Item 601 of Regulation S-K are reflected in the Index to Exhibits accompanying this 2017 Form 10-K.

ITEM 16. FORM 10-K SUMMARY

None.

Exhibit Number Description 2.1 Agreement and Plan of Merger, dated April 27, 2016, by and among Cardtronics, Inc., Cardtronics Group Limited, CATM Merger Sub LLC and CATM Holdings LLC (incorporated herein by reference to Annex A of the Registration Statement on Form S-4,

filed by Cardtronics plc on April 27, 2016, File No. 333-210955). 2.2 Arrangement Agreement, dated October 3, 2016, by and between Cardtronics Holdings Limited and Directcash Payments Inc. (incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed by Cardtronics plc on October 7, 2016, File No. 001-

37820). 3.1 Articles of Association of Cardtronics plc (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-

37820). 4.1 Indenture, dated as of July 28, 2014, by and among Cardtronics, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to Cardtronics, Inc.’s 5.125% Senior Notes due 2022 (incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed by Cardtronics, Inc. on July 30, 2014,

File No. 001-33864). 4.2 First Supplemental Indenture, dated as of July 1, 2016, by and among Cardtronics, Inc., Cardtronics plc, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to Cardtronics, Inc.’s 5.125% Senior Notes due 2022 (incorporated herein by reference to Exhibit 4.2 of the Current Report on Form 8-K, filed

by Cardtronics plc on July 1, 2016, File No. 001-37820).

182

Exhibit Number Description 4.3 Form of 5.125% Senior Note due 2022 (incorporated herein by reference to Exhibit 4.2 (included in Exhibit 4.1) of the Current Report on Form 8-K, filed by Cardtronics, Inc. on

July 30, 2014, File No. 001-33864). 4.4 Indenture, dated as of November 25, 2013, by and among Cardtronics, Inc. and Wells Fargo Bank, National Association, as trustee, relating to Cardtronics, Inc.’s 1.00% Convertible Senior Notes due 2020 (incorporated herein by reference to Exhibit 4.1 of the Current

Report on Form 8-K, filed by Cardtronics, Inc. on November 26, 2013, File No. 001-33864). 4.5 First Supplemental Indenture, dated as of July 1, 2016, by and among Cardtronics, Inc., Cardtronics plc and Wells Fargo Bank, National Association, as trustee, relating to Cardtronics, Inc.’s 1.00% Convertible Senior Notes due 2020 (incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed by Cardtronics plc on July

1, 2016, File No. 001-37820). 4.6 Form of 1.00% Convertible Senior Notes due 2020 (incorporated herein by reference to Exhibit A of Exhibit 4.1 of the Current Report on Form 8-K, filed by Cardtronics, Inc. on

November 26, 2013, File No. 001-33864). 4.7 Form of Class A ordinary share certificate for Cardtronics plc (incorporated herein by reference to Exhibit 4.3 of the Current Report on Form 8-K, filed by Cardtronics plc. on

July 1, 2016, File No. 001-37820). 10.1 Amended and Restated Credit Agreement, dated April 24, 2014, by and among Cardtronics, Inc., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Europe Limited, as Alternative Currency Agent, Bank of America, N.A., as Syndication Agent and Wells Fargo Bank, N.A. as Documentation Agent (incorporated herein by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q, filed by Cardtronics, Inc. on July 30, 2015, File No. 001-33864). 10.2 First Amendment to Amended and Restated Credit Agreement, dated July 11, 2014, by and among Cardtronics, Inc., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed by Cardtronics, Inc. on October

29, 2014, File No. 001-33864). 10.3 Second Amendment to Amended and Restated Credit Agreement and Amendment to Security Agreement, dated May 26, 2015, by and among Cardtronics, Inc., the Guarantors party thereto, the Lenders party thereto, Cardtronics Europe Limited as the European Borrower and JPMorgan Chase Bank N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.6 of the Quarterly Report on Form 10-Q, filed by Cardtronics,

Inc. on July 30, 2015, File No. 001-33864). 10.4 Third Amendment to Amended and Restated Credit Agreement, dated July 1, 2016, by and among Cardtronics, Inc., Cardtronics plc, the other Borrowers, the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed

by Cardtronics plc on July 1, 2016, File No. 001-37820). 10.5 Fourth Amendment to Amended and Restated Credit Agreement, dated January 3, 2017, by and among Cardtronics plc, the other Obligors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed by Cardtronics plc on January 9,

2017, File No. 001-37820). 10.6* Sixth Amendment to Amended and Restated Credit Agreement, dated October 3, 2017, by and among Cardtronics plc, the other Obligors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. 10.7 Placement Agreement, dated as of July 20, 2007, by and between Cardtronics, Inc. and 7- Eleven, Inc. (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on

Form 10-Q, filed by Cardtronics, Inc. on November 9, 2007, File No. 333-113470).

183

Exhibit Number Description 10.8 Purchase Agreement, dated July 21, 2014, by and among WSILC, L.L.C., RTW ATM, LLC, C.O.D., LLC and WG ATM, LLC and their Members and Cardtronics USA, Inc. (incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q,

filed by Cardtronics, Inc. on October 29, 2014, File No. 001-33864). 10.9 Purchase and Sale Agreement, dated as of June 1, 2007, by and among Cardtronics, LP, 7- Eleven, Inc. and Vcom Financial Services, Inc. (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed by Cardtronics, Inc. on July 26, 2007, File

No. 333-113470). 10.10 Amended and Restated Base Bond Hedge Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and Bank of America, N.A. (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820). 10.11 Amended and Restated Base Bond Hedge Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and JPMorgan Chase Bank, National Association, London Branch (incorporated herein by reference to Exhibit 10.2 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001- 37820). 10.12 Amended and Restated Base Bond Hedge Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 10.3 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820). 10.13 Amended and Restated Base Warrant Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and Bank of America, N.A. (incorporated herein by reference to Exhibit 10.4 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820). 10.14 Amended and Restated Base Warrant Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and JPMorgan Chase Bank, National Association, London Branch (incorporated herein by reference to Exhibit 10.5 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820). 10.15 Amended and Restated Base Warrant Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 10.6 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820). 10.16 Amended and Restated Additional Bond Hedge Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and Bank of America, N.A. (incorporated herein by reference to Exhibit 10.7 of the Current Report on Form 8-K, filed by Cardtronics plc. on November 1, 2016, File No. 001-37820). 10.17 Amended and Restated Additional Bond Hedge Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and JPMorgan Chase Bank, National Association, London Branch (incorporated herein by reference to Exhibit 10.8 of the Current Report on Form 8-K, filed by Cardtronics plc on October 26, 2016, File No. 001- 37820). 10.18 Amended and Restated Additional Bond Hedge Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 10.9 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820). 10.19 Amended and Restated Additional Warrant Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and Bank of America, N.A. (incorporated herein by reference to Exhibit 10.10 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820).

184

Exhibit Number Description 10.20 Amended and Restated Additional Warrant Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and JPMorgan Chase Bank, National Association, London Branch (incorporated herein by reference to Exhibit 10.11 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001- 37820). 10.21 Amended and Restated Additional Warrant Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 10.12 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820). 10.22† Form of Deed of Indemnity of Cardtronics plc, entered into by each director of Cardtronics plc and each of the following officers: Steven A. Rathgaber, Edward H. West, E. Brad Conrad, Jerry Garcia, Dilshad Kasmani, Todd Ruden, Jonathan Simpson-Dent and Roger Craig (incorporated herein by reference to Exhibit 10.21 of the Annual Report on Form 10- K, filed by Cardtronics, Inc. on February 28, 2017, File No. 001-33864). 10.23† Form of Indemnification Agreement of Cardtronics, Inc., entered into by each director of Cardtronics plc and each of the following officers: Steven A. Rathgaber, Edward H. West, E. Brad Conrad, Jerry Garcia and David Dove (incorporated herein by reference to Exhibit 10.7 of the Current Report on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No.

001-37820). 10.24† 2001 Stock Incentive Plan of Cardtronics Group, Inc., dated effective as of June 4, 2001 (incorporated herein by reference to Exhibit 10.21 of the Registration Statement on Form

S-4, filed by Cardtronics, Inc. on January 20, 2006, File No. 333-131199). 10.25† Amendment No. 1 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc., dated effective as of January 30, 2004 (incorporated herein by reference to Exhibit 10.22 of the Registration Statement on Form S-4, filed by Cardtronics, Inc. on January 20, 2006, File

No. 333-131199). 10.26† Amendment No. 2 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc., dated effective as of June 23, 2004 (incorporated herein by reference to Exhibit 10.23 of the Registration Statement on Form S-4, filed by Cardtronics, Inc. on January 20, 2006, File

No. 333-131199). 10.27† Amendment No. 3 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc. dated effective as of May 9, 2006 (incorporated herein by reference to Exhibit 10.38 of Post- effective Amendment No. 1 to the Registration Statement on Form S-1, filed by Cardtronics,

Inc. on December 10, 2007, File No. 333-145929). 10.28† Amendment No. 4 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc. dated effective as of August 22, 2007 (incorporated herein by reference to Exhibit 10.39 of Post- effective Amendment No. 1 to the Registration Statement on Form S-1, filed by Cardtronics,

Inc. on December 10, 2007, File No. 333-145929). 10.29† Amendment No. 5 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc. dated effective as of November 26, 2007 (incorporated herein by reference to Exhibit 10.40 of Post-effective Amendment No. 1 to the Registration Statement on Form S-1, filed by

Cardtronics, Inc. on December 10, 2007, File No. 333-145929). 10.30† Third Amended and Restated 2007 Stock Incentive Plan (as assumed and adopted by Cardtronics plc, effective July 1, 2016) (incorporated herein by reference to Exhibit 10.3 of the Current Report on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-

37820). 10.31† Form of Restricted Stock Unit Agreement (Time-Based) pursuant to the Third Amended and Restated 2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.4 of the Current Report on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-

37820).

185

Exhibit Number Description 10.32† Form of Restricted Stock Unit Agreement (Performance-Based) pursuant to the Third Amended and Restated 2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.5 of the Current Report on Form 8-K, filed by Cardtronics plc on July 1, 2016,

File No. 001-37820). 10.33† Form of Non-Employee Director Restricted Stock Unit Agreement pursuant to the Third Amended and Restated 2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.6 of Current Report on Form 8-K, filed by Cardtronics plc on July 1, 2016, File

No. 001-37820). 10.34 Deed of Assumption, dated July 1, 2016, executed by Cardtronics plc (incorporated herein by reference to Exhibit 10.2 of the Current Report on Form 8-K, filed by Cardtronics plc on

July 1, 2016, File No. 001-37820). 10.35† Restricted Stock Unit Agreement by and between Cardtronics, Inc. and David Dove, dated effective September 3, 2013 (incorporated herein by reference to Exhibit 10.57 of the Annual Report on Form 10-K, filed by Cardtronics, Inc. on February 18, 2014, File No. 001-33864). 10.36† Cardtronics, Inc. 2016 Annual Executive Cash Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed by Cardtronics, Inc.

on April 28, 2016, File No. 001-33864). 10.37† Cardtronics, Inc. 2013 Long Term Incentive Plan, dated March 29, 2013 (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed by Cardtronics,

Inc. on April 4, 2013, File No. 001-33864). 10.38† Cardtronics, Inc. 2014 Long Term Incentive Plan, dated March 27, 2014 (incorporated herein by reference to Exhibit 99.3 of the Current Report on Form 8-K, filed by Cardtronics, Inc. on April 2, 2014, File No. 001-33864). 10.39† Cardtronics, Inc. 2015 Long Term Incentive Plan, dated March 24, 2015 (incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q, filed by Cardtronics, Inc. on April 30, 2015, File No. 001-33864). 10.40† Cardtronics, Inc. 2016 Long Term Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q, filed by Cardtronics, Inc. on April 28, 2016 File No. 001-33864). 10.41† Cardtronics, Inc. 2016 Annual Bonus Pool Allocation Plan (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed by Cardtronics, Inc. on April 28,

2016, File No. 001-33864). 10.42† Employment Agreement by and among Cardtronics USA, Inc., Cardtronics, Inc. and Steven A. Rathgaber, dated effective as of February 1, 2010 (incorporated herein by reference to Exhibit 10.48 of the Annual Report on Form 10-K, filed by Cardtronics, Inc. on March 4, 2010, File No. 001-33864). 10.43† Employment Agreement by and between Cardtronics USA, Inc. and P. Michael McCarthy, dated effective as of May 13, 2013 (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed by Cardtronics, Inc. on July 31, 2013, File No. 001- 33864). 10.44† Retirement Agreement by and between Cardtronics plc and P. Michael McCarthy, dated effective as of January 3, 2017 (incorporated herein by reference to Exhibit 10.43 of the Annual Report on Form 10-K, filed by Cardtronics, Inc. on February 28, 2017, File No. 001-33864). 10.45† Employment Agreement by and between Cardtronics USA, Inc. and David Dove, dated effective as of September 1, 2013 (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed by Cardtronics, Inc. on November 4, 2013, File No. 001-33864). 10.46† First Amendment to Employment Agreement by and between Cardtronics USA, Inc. and David Dove, dated effective as of August 22, 2016 (incorporated herein by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q, filed by Cardtronics plc on October 27, 2016, File No. 001-37820). 186

Exhibit Number Description 10.47† Employment Agreement by and among Cardtronics USA, Inc., Cardtronics, Inc. and Edward H. West, dated as of January 11, 2016 (incorporated herein by reference to Exhibit 10.59 of the Annual Report on Form 10-K, filed by Cardtronics, Inc. on February 22, 2016, File No. 001-33864). 10.48† Amended and Restated Employment Agreement by and between Cardtronics USA, Inc. and J. Chris Brewster, dated effective as of February 22, 2016 (incorporated herein by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q, filed by Cardtronics, Inc. on April 28, 2016, File No. 001-33864). 10.49† Service Agreement by and between Bank Machine Limited and Jonathan Simpson-Dent, dated effective as of August 7, 2013 (incorporated herein by reference to Exhibit 10.56 of the Annual Report on Form 10-K, filed by Cardtronics, Inc. on February 24, 2015, File No. 001-33864). 10.50† Amended and Restated Employment Agreement by and between Cardtronics plc and Edward H. West, dated as of December 6, 2017 (incorporated herein by reference to Exhibit 10.01 of the Current Report on Form 8-K, filed by Cardtronics, Inc. on December 11, 2017, File No. 001-33864). 10.51†* Employment Agreement by and between Cardtronics plc and Gary W. Ferrera, dated effective as of November 28, 2017.

12.1* Computation of Ratio of Earnings to Fixed Charges. 21.1* Subsidiaries of Cardtronics plc.

23.1* Consent of Independent Registered Public Accounting Firm KPMG LLP. 31.1* Certification of the Chief Executive Officer of Cardtronics plc pursuant to Section 302 of

the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Chief Financial Officer of Cardtronics plc pursuant to Section 302 of

the Sarbanes-Oxley Act of 2002. 32.1** Certification of the Chief Executive Officer and Chief Financial Officer of Cardtronics plc

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* XBRL Instance Document 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB* XBRL Taxonomy Extension Label Linkbase Document 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document

* Filed herewith.

** Furnished herewith.

† Management contract or compensatory plan or arrangement.

187

CARDTRONICS PLC PARENT COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2017

As at As at 31 December 31 December 2017 2016 Note $’000 $’000

Non-current Assets Investment in Subsidiaries 7 1,097,572 1,828,797 1,097,572 1,828,797

Current Assets Other Current Assets 399 15 Amounts due from Group undertakings 9 10,231 12,962 Cash at Bank and in Hand 90 101 Total Current Assets 10,720 13,078

Creditors: Amounts falling due within one year Amounts due to Group undertakings 9 (5,410) (7,635) Accrued Liabilities (978) - Total Current Liabilities (6,388) (7,635)

Net Assets 1,101,904 1,834,240

Capital and Reserves Share Capital 11 457 453 Share Based Payments 11 47,146 40,675 Merger Reserves 11 1,799,790 1,799,790 Retained Earnings (Accumulated deficit) (745,489) (6,678) Total Shareholders’ Funds 1,101,904 1,834,240

These accounts were approved by the Board of Directors on 17 April 2018 and were signed on its behalf by:

Registered number: 10057418

188

CARDTRONICS PLC PARENT COMPANY STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2017

Retained Share Share Earnings Total Share Premium Based Merger (Accumulated Shareholders’ Capital Payments Reserves Deficit) Funds $’000 $’000 $’000 $’000 $’000 $’000

Balance as of 11 March 2016 — — — — — —

Issuance of common shares 453 — — — — 453

Share-based compensation — — 40,675 — — 40,675

Redomicile — — — 1,799,790 — 1,799,790

Net loss — — — — (6,678) (6,678)

Balance as of 31 December 2016 453 — 40,675 1,799,790 (6,678) 1,834,240

Issuance of common shares 4 — — — — 4

Share-based compensation — — 6,471 — — 6,471

Net loss — — — — (738,811) (738,811)

Balance as of 31 December 2017 457 — 47146 1,799,790 (745,489) 1,101,904

189

CARDTRONICS PLC NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS

(1) General information

Cardtronics plc (the “company”) is a public limited company incorporated, domiciled, and registered in the United Kingdom (“UK”) under the Companies Act 2006 and listed on the NASDAQ.

The company is the parent of a group of companies that provide convenient automated consumer financial services through a network of automated teller machines and multi-function financial services kiosks (collectively referred to as “ATMs”).

Cardtronics plc is the head of the Group and has no ultimate controlling party.

These financial statements are presented in United States Dollars because that is the currency of the primary economic environment in which the company operates. The address of its registered office is: Building 4, 1st Floor Trident Place, Mosquito Way, Hatfield, Hertfordshire, UK, AL10 9UL. The company registration number is: 10057418.

(2) Accounting policies

Summary of significant accounting Policies and Key Accounting Estimates The principal accounting policies applied in the preparation of these financials statements are set out below. These policies have been consistently applied for the period presented, unless otherwise stated. Basis of preparation The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ and the Companies Act 2006. The amendments to FRS 101 (2014/15 Cycle) issued in July 2015 have been applied.

In preparing these financial statements, the company applied the recognition, measurement and disclosure requirements of International Financial Reporting Standards as adopted by the EU ("Adopted IFRS"), but made amendments where necessary in order to comply with the Companies Act 2006 and has set out below where disclosure exemptions to FRS 101 have been taken.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).

On publishing the parent Company financial statements here together with the Group financial statements, the Company has elected the exemption in s408 of the Companies Act 2006 not to present its individual profit and loss account and related notes that form a part of these approved financial statements.

The full and complete results of the company are included in the consolidated financial statements of Cardtronics plc.

190

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS (continued)

(2) Accounting policies (continued) New standards, interpretations and amendments effective Effective for the Company in these financial statements:

The Company has considered the following amendments to published standards that are effective for the Company for the financial year beginning 1 January 2017 and concluded that they are either not relevant to the Company or that they do not have a significant impact on the Company’s financial statements, other than in disclosure. These standards and interpretations have been endorsed by the European Union.

- Annual Improvements to IFRSs 2014–2016 Cycle - Amendments to IFRS 12 Disclosure of Interests in Other Entities to specify that the requirement to disclose interests in other entities also apply to interests that are classified as held for sale or distribution. - Amendments to IAS 7 require disclosures that enable evaluation of changes in liabilities arising from financing activities, including both changes arising from cash flow and non-cash changes. - Amendments to IAS 12 clarify how to account for deferred tax assets related to debt instruments measured at fair value and should resolve the significant diversity in practice.

Changes in accounting policies: new standards, interpretations and amendments not yet effective

The International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) have issued the following standards and interpretations with an effective date after the date of these accounts:

Adopted for use in the EU: IFRS 9 Financial instruments IFRS 15 Revenue from contracts with customers IFRS 16 Leases

The Directors intend to adopt these standards in the first accounting period after their effective date but, do not anticipate that they will have a material effect on the company financial statements in the period of their initial application.

Not currently adopted for use in the EU: Amendments to IFRS 1 Amendments to IFRS 2 Amendments to IFRS 9 Prepayment features with negative consideration Amendments to IAS 28 Long-term interests in associates and joint ventures Amendments to IAS 40 IFRIC 22 Foreign currency transactions and advance consideration IFRIC 23 Uncertainty over income tax treatments IFRS 17 Insurance contracts

The Directors consider that the adoption of these standards and interpretations on the Company’s financial statements will not be material.

191

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS (continued)

(2) Accounting policies (continued) Summary of disclosure exemptions The company has elected the following disclosure exemptions under FRS 101:

- the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of: - paragraph 79(a)(iv) of IAS 1; - the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B8, 38C, 38D, 40A, 40B8, 40C, 40D, 111 and 134- 136 of - IAS 1 Presentation of Financial Statements; - the requirements of IAS 7 Statement of Cash Flows; - the requirements of paragraph 17 of IAS 24 Related Party Disclosures; - the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

Going concern Notwithstanding the loss for the year, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements. Investments Investments in subsidiaries are valued at cost, which is the carrying value of the investment, less provision for impairment. At each balance sheet date the company reviews the carrying amounts of its investments to determine whether there is any indication that those investments have suffered an impairment loss. If such indication exists, the recoverable amount of the investment is estimated based on its recoverable amount and value in use. Where the recoverable amount of the investment is less than the carrying value an impairment loss is recognised in profit or loss in the period. During the year ended 31 December the Company recognised a provision for impairment of approximately $731 million. For further information please see Note 7, below. Cash at bank and in hand For purposes of reporting financial condition and cash flows, cash at bank and in hand include cash in the bank and short-term deposit sweep accounts. Stock-based compensation The fair value of share-based instruments awarded to directors and employees are recognised as an expense over the requisite service periods of their related awards. The fair value is based upon Cardtronics plc’s stock price on the date of grant, and the share-based payment charge takes into consideration estimated forfeitures, as compensation expense over the underlying requisite service periods of the related awards. The grant-date fair value of equity-settled share- based payment arrangements granted to employees is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non- market performance conditions at the vesting date. Where the Company grants options over its own shares to the employees of its subsidiaries it recognises, in its individual financial statements, an increase in the cost of investment in its subsidiaries equivalent to the equity-settled share-based payment charge recognised in its consolidated financial statements with the corresponding credit being recognised directly in equity. Amounts recharged to the subsidiary are recognised as a reduction in the cost of investment in subsidiary. When the cost of investment in subsidiary has been reduced to nil, the excess is recognised as a dividend. 192

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS (continued)

(2) Accounting policies (continued) Since 2011, Cardtronics, Inc. (Cardtronics plc as successor to the plan) has operated its 2nd Amended and Restated 2007 Stock Incentive Plan (the "2007 Plan") in place that entitles key management personnel and employees of the company and its affiliates to receive incentive and reward opportunities designed to enhance the profitable growth of the parent company and its affiliates. Equity grants awarded under this plan include Restricted Stock Units (RSUs) which generally vest over a period of four years based on continued employment and in certain cases meeting performance targets. In the event that employment ends prior to vesting, any unvested RSUs are forfeited.

The weighted average grant date fair value of RSUs granted during the year ended 31 December 2017 was $37.80. The RSUs outstanding at the year-end have a weighted average grant date fair value of $37.88. The liability in respect of the share based payment charge at the year-end is included and settled via balances with group undertakings.

The weighted average grant date fair value of RSUs granted during the year ended 31 December 2016 were $37.63. The RSUs outstanding at the year-end had a weighted average grant date fair value of $37.08. The liability in respect of the share based payment charge at the year-end was included and settled via balances with group undertakings. Foreign currencies The individual financial statements are presented in US dollars. The US dollar is the currency of the primary economic environment and the functional currency of the company. Transactions in currencies other than the US dollar are recorded at the average exchange rates for the month, unless the exchange rate on the transaction date varies significantly from the average rate, in which case the rate at the transaction date is used. Assets and liabilities denominated in currencies other than US dollar are remeasured in US dollars at the exchange rates prevailing on the balance sheet date. Exchange differences are recognised in profit or loss in the period in which they arise. Full provision is made for deferred tax liabilities arising from all timing differences between the recognition of gains and losses in the financial statements and recognition in the tax computation. Taxation Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.

(3) Critical accounting judgements and key sources of estimation uncertainty

Impairment testing The recoverable amounts of cash generating units and individual assets have been determined based on the higher of the value-in-use calculations and fair value less costs to sell. These calculations require the use of estimates and assumptions. It is reasonably possible that the cash flow assumption may change which may then impact our estimations and may then require a material adjustment to the carrying value of investments.

Cardtronics plc reviews and tests the carrying value of assets when events or changes in circumstance suggest that the carrying amount may not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows 193

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS (continued) are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimates are prepared of expected future cash flows for each group of assets.

(4) Operating loss

Year ended 9 month, 20 day period ended 31 December 31 December 2017 2016 $’000 $’000

Audit fees 363 123 Directors’ remuneration 1,058 245 Directors share based payments 1,402 530 Overhead and Stewardship 9,154 5,697 Other 5,066 106

Overhead and Stewardship costs largely consist of salaries, wages, and professional fees incurred by our executive and other corporate departments as stewardship costs on behalf of the consolidated Group.

(5) Staff costs

The company had no employees during the year.

(6) Directors’ remuneration

For information about the remuneration paid to the directors by the Company and its subsidiaries, please see the Remuneration Report, Implementation section in Appendix 2. The performance based RSUs of the Directors have been included in the Directors’ Remuneration Report because the performance conditions have been met. The aggregate amount realised for the performance based RSUs where the service conditions have also been met is $3,657,536 and $1,939,752 for the year ended 31 December 2017 and 2016, respectively.

(7) Investment in subsidiaries

During the year ended 31 December 2017 the Company recognized a provision for impairment of $731 million.

Shares in subsidiary undertaking at cost: $’000

At incorporation - Additions 1,828,797 At 31 December 2016 1,828,797 Impairment (731,225) At 31 December 2017 1,097,572

194

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS (continued)

A complete listing of subsidiaries is shown below.

Country of Registered Business activity as of 31 Company name % Owned incorporation Address* December 2017 Cardtronics Holdings Limited UK A1 100 Holding Company DC Payments UK Limited UK A1 100 ATM & Equipment Services CATM Europe Holdings Limited UK A1 100 Holding Company Engineering and CIT Sunwin Services Group (2010) Limited UK A1 100 services Green Team Services Limited UK A1 100 Dormant Cardtronics Creative UK Limited UK A1 100 Holding Company Cardpoint Limited UK A1 100 Holding Company Omnicash Limited UK A1 100 Dormant Cardtronics UK Limited UK A1 100 ATM & Equipment Services New Wave ATM Installations Limited UK A1 100 ATM Service Company CATM Australasia Holdings Limited UK A1 100 Holding Company CATM North America Holdings Limited UK A1 100 Holding Company CATM Africa Holdings Limited UK A1 100 Holding Company Cardtronics Creative UK Limited Partnership UK A2 100 Holding Company I-Design Group Limited UK A2 100 Holding Company I-Design Multimedia Limited UK A2 100 Marketing Company Direct Cash Management UK Limited UK A3 100 Holding Company InfoCash Holdings Limited UK A3 100 Holding Company CATM Luxembourg I S.à r.l. Luxembourg B 100 Finance Company CATM Luxembourg II S.à r.l. Luxembourg B 100 Finance Company Cardtronics ATM Europe, LLC US C 100 Holding Company Cardtronics, Inc. US C 100 Holding Company Cardtronics USA, Inc. US C 100 ATM & Equipment Services Columbus Merchant Services, L.L.C US C 100 Dormant USA Payment Systems, Inc. US C 100 Dormant CATM Holdings, LLC US C 100 Holding Company ATM National, LLC US C 100 ATM Network Services Cardtronics Holdings, LLC US C 100 Holding Company ATM Deployer Services, L.L.C. US C 100 Dormant Cardtronics Ireland Limited Ireland D 100 ATM & Equipment Services Cardtronics Services Limited Ireland D 100 Shared Service Center CATM Ireland I Unlimited Company Ireland E 100 Finance Company CATM Ireland II Unlimited Company Ireland E 100 Finance Company Cardtronics Spain, Sociedad Limitada Spain F 100 ATM & Equipment Services Cardtronics Polska sp. z o.o. Poland G 100 ATM & Equipment Services

195

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS (continued)

(7) Investment in subsidiaries (continued)

Country of Registered Business activity as of 31 Company name % Owned incorporation Address* December 2017 Cardtronics Mexico, S.A. de C.V. Mexico H 95.66 ATM & Equipment Services DC Payments Mexico S.A. de C.V. Mexico I 100 ATM & Equipment Services DSM Services S.A. de C.V. Mexico I 100 Payroll Company Cardtronics Canada, Ltd. Canada J 100 ATM & Equipment Services Cardtronics Canada Holdings Inc. Canada J 100 Holding Company Cardtronics Canada Operations Inc Canada J 100 Holding Company Cardtronics Canada Limited Partnership Canada J 100 Holding Company Cardtronics Canada ATM Management Canada J 99.99 Payroll Company Partnership Cardtronics Canada ATM Processing Canada J 99.99 ATM & Equipment Services Partnership Cardtronics Canada Armoured Car Inc. Canada J 100 Holding Engineering and CIT First Island Armoured Transport (1998) Ltd Canada K 34.92 services Spark ATM Systems Pty Limited South Africa L 100 ATM & Equipment Services Cardpoint GmbH Germany M 100 ATM & Equipment Services DC Payments Prepaid UK Limited UK A1 100 Dormant DirectCash USA Inc Nevada N 100 Dormant Cardtronics Australasia Holdings Pty Ltd Australia O 100 Holding Company Cardtronics Management Pty Ltd Australia O 100 Dormant Cardtronics Management Australia Pty Ltd Australia O 100 Dormant Cardtronics Australia Pty Ltd Australia O 100 Holding Company Cardtronics Holdings Australia Pty Ltd Australia O 100 Holding Company Cardtronics Pty Ltd Australia O 100 Holding Company Firstpoint Payments Pty Ltd Australia O 100 Dormant Cardtronics ATM Pty Ltd Australia O 100 Dormant Processing Services Australia Pty Ltd Australia O 100 Dormant Customers Operations Pty Ltd Australia O 100 Dormant Cardtronics Australasia Pty Ltd Australia O 100 ATM & Equipment Services Cardtronics Services Pty Ltd Australia O 100 ATM & Equipment Services Cardtronics Prepaid Pty Ltd Australia O 100 Prepaid Card Business Cardtronics NZ Limited New Zealand O 100 ATM & Equipment Services Cardtronics New Zealand (Holdings) Limited New Zealand O 100 Holding Company

* Registered Address: A1: Building 4, 1st Floor Trident Place, Mosquito Way, Hatfield, Hertfordshire, United Kingdom, AL10 9UL A2: 30 City Quay, Campertown Street, Dundee, DD1 3JA A3: Valiant House, 12 Knoll Rise, Orpington, Kent, BR6 0PG B: 8-10, Avenue De La Gare, L-1610, Grand Duchy of Luxembourg

196

(NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS (continued)

(7) Investment in subsidiaries (continued)

C: Capitol Services, Inc., 1675 South State Street, Suite B, in the City of Dover, County of Kent, Delaware 19901 D: 40 Upper Mount Street Dublin, Ireland E: 8TH Floor Block E Iveagh Court Harcourt Road, Dublin, Ireland F: Via Augusta 251-255, Piso -1, Oficina 2, Barcelona, 08017 G: AI. Pawla II 22, 00-133 Warszawa, Masovian Voivodeship, Poland H: Avenida Barranca del Muerto No. 329, Piso 3, Col. San Jose Insurgentes, Mexico, D.F. C.P. 03900 I: Blvd Lazaro Cardenas s/n, Local 290 MN, El Medano, Cabo San Lucas, Los Cabos, Baja California Sur, 23453 J: Bay 6, 1420 – 28 Street NE, Calgary, Alberta AB T2A 7W6 K: 4th Floor, 1007 Fort Street, Victoria, BC, V8V 3K5 L: Spark House, 31 Transvaal Street, Paarden Eiland, Cape Town, 7405 M: Brotstr. 24 54290 Trier Germany N: 6100 Neil Road, Suite 500, Reno, Nevada, 89511 O: 87 Corporate Dr., Heatherton, Victoria, 3202, Australia

(8) Share based payments

As a result of the redomicile, the existing share based payments plans were transferred to Cardtronics plc from the date that it became the head of the Cardtronics group of companies. For the year ended 2016, a share based payments obligation in the amount of $23 million, has been included with the share based payments reserve of Cardtronics plc upon transfer. An additional $18 million was recognised in the share based payments reserve between 1 July 2016 and 31 December 2016. During the 2017 year, Cardtronics plc recorded an additional $6.5 million to recognise the value of the share based payments granted to subsidiary employees over the respective service periods. The total Directors share based payments in 2017 was $1.4 million (2016: $0.5 million). Further details on the various plans in place are provided in the Notes to the Consolidated Financial Statements, Note. 3 Stock-Based Compensation.

(9) Related Party Transactions

There have been no transactions with non-wholly owned group companies. The amounts due to Group undertakings and the amount due from Group undertakings are payable on demands and bear no interest.

On 1 July 2016, Cardtronics plc and certain of its subsidiaries became Guarantors of the 2022 Notes pursuant to the Senior Notes Supplemental Indenture entered into in conjunction with the Redomicile Transaction. Further details are provided in Note 21 of the Consolidated Financial Statements.

(10) Income Taxes

(a) Analysis of taxation charge: Period ended Period ended 31 December 31 December 2017 2016 $’000 $’000 UK Corporation tax on loss for the period Deferred tax charge - - Total charge - -

197

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS (continued)

(10) Income Taxes (continued)

(b) Factors affecting the tax charge for the year:

The tax assessed for the year is higher from the standard rate of corporation tax in the United Kingdom 20.25%, the differences are explained below: Period ended Period ended 31 December 31 December 2017 2016 $’000 $’000 Loss before tax (7,586) (6,678) Loss before tax multiplied by effective tax rate (1,536) (1,352) Group relief to other Group companies 1,536 1,352 Total tax charge - -

Reductions in the UK corporation tax rate from 21% to 20% (effective 1 April 2015) were substantively enacted on 2 July 2013. Further reductions to 19% (effective from 1 April 2017) and to 18% (effective 1 April 2020) were substantively enacted on 26 October 2015, and an additional reduction to 17% (effective 1 April 2020) was substantively enacted on 6 September 2016. This will reduce the company's future tax charge accordingly.

(11) Capital and Reserves

31 December 31 December 2017 2016 $'000 $'000 Share capital, $0.01 nominal value; 45,696,338 (2016: 45,326,430) 457 453 issued and outstanding

Share Capital - During the year 2017, the Company issued 369,908 class A shares. The Company has 45,696,338 class A shares, nominal value $0.01 per share outstanding as of 31 December 2017 (2016: 45,326,430 class A shares).

Merger Reserve - Pursuant to the Redomicile Transaction, completed on 1 July 2016, each issued and outstanding common share of Cardtronics Inc. held immediately prior to the Merger was effectively converted into one Class A Ordinary Share, nominal value $0.01 per share, of Cardtronics plc. Upon completion of the Redomicile Transaction, the common shares were listed and began trading on The NASDAQ Stock Market LLC under the symbol “CATM,” the same symbol under which common shares of Cardtronics Inc. were formerly listed and traded. Likewise, the equity plans and/or awards granted thereunder were assumed by Cardtronics plc and amended to provide that those plans and/or awards will now provide for the award and issuance of Ordinary Shares. After the Redomicile Transaction, under the UK merger relief rules, the Company did not record share premium for the share issued and instead recorded $1.8 billion of Merger Reserve. Merger Reserve remains unchanged as of 31 December 2017.

Share Based Payments - The share based payment reserve at 31 December 2016 consisted of $23 million transferred upon completion of the redomicile and related to the existing share based payments that had not yet vested and $18 million of the share based payments granted to subsidiary employees over the respective service periods from 1 July 2016 to 31 December 2016. During the 2017 year, Cardtronics plc recorded an additional $6.5 million to recognise the value of the share based payments granted to subsidiary employees over the respective service periods.

198

APPENDIX 1: ADDITIONAL COMPANIES ACT 2006 REQUIREMENTS

This appendix details disclosures required by the Companies Act 2006 which are required to be made by the Cardtronics plc Group, and are not otherwise disclosed in item 8: financial statements and supplementary date, set out on pages 105 to 158.

Consolidated Property, Plant, and Equipment Rollforward from 1 January 2017 to 31 December 2017

This forms part of the Property and Equipment in the notes to the consolidated financial statements, reference note 6.

Year Ended 31 December ($’000)

ATM Equipment Facilities, and Related Technology Equipment, Costs Assets and Other Total Cost at 1 January 2017 633,905 97,152 59,650 790,707 Additions 358,940 80,577 26,356 465,872 Disposals (357,055) (43,831) (7,641) (408,527) Translation 25,319 12,591 16,080 53,990 Cost at 31 December 2017 661,109 146,489 94,445 902,043

Accumulated Depreciation at 1 January 2017 (319,051) (48,898) (30,023) (397,972) Additions (58,153) (26,545) (11,950) (96,649) Disposals 61,325 7,907 3,991 73,222 Translation 1,388 11,308 4,561 17,257 Accumulated Depreciation at 31 December 2017 (314,492) (56,228) (33,421) (404,141)

Net book value as at 31 December 2017 346,617 90,261 61,024 497,902

Net book value as at 31 December 2016 314,853 48,254 29,627 392,735

199

Consolidated Property, Plant, and Equipment Rollforward from 1 January 2016 to 31 December 2016

Year Ended 31 December ($’000)

ATM Equipment Facilities, and Related Technology Equipment, Costs Assets and Other Total Cost at 1 January 2016 588,488 83,716 64,006 736,210 Additions 219,985 38,836 13,414 272,235 Disposals (138,299) (23,461) (3,009) (164,769) Translation (36,269) (1,938) (14,761) (52,969) Cost at 31 December 2016 633,905 97,152 59,650 790,707

Accumulated Depreciation at 1 January 2016 (288,342) (41,018) (31,361) (360,722) Additions (62,280) (19,171) (5,226) (86,678) Disposals 17,691 2,157 276 20,124 Translation 13,880 9,135 6,289 29,304 Accumulated Depreciation at 31 December 2016 (319,052) (48,898) (30,023) (397,972)

Net book value as at 31 December 2016 314,853 48,254 29,627 392,735

Net book value as at 31 December 2015 300,146 48,254 29,627 392,735

Property Plant, and Equipment Useful Life Table

Years ATM Equipment and Related Costs 5 - 10 Technology Assets 3 - 7 Facilities, Equipment, and Other 4 - 10

Under US GAAP we do not amortise goodwill. Instead, goodwill is carried at cost less impairment, as described in the notes to the consolidated accounts. The Companies Act, in accordance with the Large and Medium-sized Companies and Group (Accounts and Reports) Regulations 2008, also requires that goodwill be carried at cost, as reduced by provisions for depreciation calculated to write off the goodwill systematically over a period chosen by the directors, which does not exceed its useful economic like. However, the directors consider that this would fail to give a true and fair view of our results for the year and that the economic measure of performance in any period is properly made by reference only to any impairment that may have arisen. It is not practicable to quantify the effect on the financial statements of this departure. An impairment charge, if any, would be included in operating income.

200

APPENDIX 1: ADDITIONAL COMPANIES ACT 2006 REQUIREMENTS (CONTINUED)

Auditor’s remuneration:

2017 2016 $’000 $’000

Audit Services Integrated Audit Fees 1,757 1,589 Foreign Stat Audits and Integrated Audit Support UK Audit Fee 248 511 German Audit Fee 50 48 Scotland Audit Fee 28 34 MX Audit Fee 15 14 Total Audit 2,098 2,196

Audit-Related Services International Audit-Related Services - - US Audit-Related 267 195 Total Audit Related 410 195 Total Audit and Audit Related Services Fees 2,775 2,391

Tax Services International Tax - - US Tax 180 130 Total Tax 180 130

Other Services Other Services - - Total Other - - Total Tax and Other 180 130

Total KPMG Fees 2,955 2,521

201

APPENDIX 1: ADDITIONAL COMPANIES ACT 2006 REQUIREMENTS (CONTINUED)

Staff numbers and costs

This forms part of the Employee Benefits note in the notes to the consolidated financial statements, reference note 14.

The average number of persons employed by the Group (including the directors) during the year, analysed by category, was as follows:

2017 2016 General and Administration 780 823 Operations 1,464 905 Total 2,244 1,728

The aggregate payroll costs of these persons were as follows:

2017 2016 $’000 $’000

Wages and salaries 161,943 137,001 Share based payments 14,395 21,431 Social security costs 9,525 9,170 Contributions to defined contribution plans 3,742 2,932 Total 189,605 170,534

202

NOTE: The Directors’ Remuneration Report, which begins on the following page, was prepared in conjunction with and included as Annex A to our Company’s Proxy Statement filed with the United States Securities and Exchange Commission on April 2, 2018. To facilitate inclusion in our U.K. Companies Act filing, this report has been presented at Appendix 2. This report should be read in conjunction with the Proxy Statement presented at Appendix 3.

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25MAR201617385342

ANNEX A CARDTRONICS PLC U.K. STATUTORY DIRECTORS’ REMUNERATION REPORT (PART II) INTRODUCTION Cardtronics is subject to disclosure regimes in the U.S. and the U.K. While some of the disclosure requirements in these jurisdictions overlap or are otherwise similar, some differ and require distinct disclosures. As a result, you will find our Directors’ Remuneration Report (the ‘‘Report’’) and the Directors’ Remuneration Policy (the ‘‘Policy’’) required by the U.K. Companies Act 2006 in two parts: (i) the information included in the ‘‘Compensation Discussion and Analysis’’ or ‘‘CD&A’’ and the compensation tables and accompanying narrative (or ‘‘Part I’’) which begins on page 27 of the proxy statement and includes disclosure required by the SEC as well as the U.K. Companies Act 2006, and (ii) the information contained in this Part II (labeled as Annex A), which includes additional disclosure required under the U.K. Companies Act 2006. Part I should be read in conjunction with this Part II. Pursuant to the U.K. Companies Act 2006, the Report also forms part of the statutory Annual Accounts and Reports of the company for the year ended December 31, 2017. The Policy has applied since it was approved by shareholders at the 2017 Annual Meeting. The Committee reviews the approved Policy annually to ensure that it remains aligned with the company’s strategic objectives. This year, the Committee has determined that no changes should be made. The wording in the Policy, provided for reference below, is unchanged from that approved in 2017 except as necessary to update references and increase clarity for the reader. All capitalized terms not defined in this Annex A have the meanings ascribed to them in the proxy statement. Numerical information in the Report is not audited, except as explicitly stated below (in conformity with the requirements of Regulation 41 of Schedule 8 of the U.K. Large & Medium- Sized Companies and Groups (Accounts and Reports) Regulations 2008).

CHAIR’S STATEMENT The major decisions of the Compensation Committee of the Board of Directors’ compensation (or ‘‘remuneration’’ as such term is used in the U.K. regulations and interchangeably with ‘‘compensation’’ throughout this Part II) and the changes to directors’ remuneration during the year (and the context for these decisions and changes) are summarized in the proxy statement.

DIRECTORS’ REMUNERATION POLICY (a) Introduction This Policy contains the information required to be set out by the company as the directors’ remuneration policy for purposes of Part 4 of Schedule 8 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended by the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2013. The Policy applies to all executive officers appointed to the Board of Directors (‘‘executive directors’’) and all non-executive directors.

A-1 Context of the Policy As a solely U.S. listed company with the majority of its executive directors and non-executive directors outside the U.K., the Compensation Committee’s approach to compensation arrangements for its directors are generally set with regard to a U.S. investor and regulatory context. The primary objectives of our compensation program are to attract, retain and motivate qualified individuals who are capable of leading our company to meet its business objectives and to increase overall shareholder value. To achieve these objectives, our Compensation Committee’s philosophy has been to implement a total compensation program that aligns the interests of the company’s leadership with those of our investors and to provide a compensation program that creates incentives for and rewards performance of the individuals based on our overall success and the achievement of financial performance objectives, without encouraging excessive risk-taking. For more information on the context of our compensation philosophy and design, please see the CD&A. The Compensation Committee will keep the Policy under review to ensure that it continues to promote the long-term success of the company by giving the company its best opportunity of delivering on its business strategy. It is the Compensation Committee’s intention that the Policy be put to shareholders for approval every three years, as required by the U.K. Companies Act 2006, unless there is a need for the Policy to be revised and approved at an earlier date. As stated above, the Compensation Committee has decided to retain last year’s Policy, as there are no proposed changes to the executive directors’ compensation for the coming financial year. The company aims to provide sufficient flexibility in the Policy for unanticipated changes in compensation practices and business conditions to ensure the Compensation Committee has appropriate discretion to retain and incentivize its directors and oversee its business. The Compensation Committee reserves the right to make any payments or other compensation that may be outside the terms of this Policy, where the terms of such payment or other compensation were agreed before the Policy came into effect, or before the individual became a director of the company (provided the payment or award of other compensation was not in consideration for the individual becoming a director). Maximum caps are provided to comply with the required legislation and should not be taken to indicate a present intention to make payments or awards of other compensation at that level. All monetary amounts are shown in U.S. dollars, unless indicated otherwise.

A-2 (b) Remuneration policy table: executive directors

Purpose and Component Link to Strategy Operation Maximum Opportunity Performance Measures Salary To provide an executive Initial salaries for The maximum annual Not performance-based. director with a executive directors are base salary for any competitive fixed set by the Compensation individual is income stream and Committee based on job $1.2 million. efficiently retain and responsibilities and reward the director, applicable market data. The Compensation based upon the Amounts are reviewed Committee will consider executive’s roles and annually by the the factors set out under responsibilities within Compensation ‘‘Operation’’ when the company and Committee, with determining the relative skills and adjustments made based appropriate level of base experience, consistent on the executive salary. with the market for director’s individual The Compensation comparable positions. performance and the Committee retains company’s performance discretion to make for the year. Additional higher salary increases factors considered may in exceptional include (for example) circumstances, for other achievements or example, following a accomplishments, any change in the scope mitigating priorities that and/or the responsibility may have resulted in a of the role or the change in the goals, development of the market conditions, individual in the role, or participation in the in light of significant development of other changes in the business company employees, and such as mergers and any additional acquisitions, divestures responsibilities that were and/or geographic or assumed by the product or service executive during the expansion. period.

A-3 Purpose and Component Link to Strategy Operation Maximum Opportunity Performance Measures Annual To reward operating and The Compensation The Compensation Performance measures Non-Equity individual results Committee may utilize Committee sets a are selected on an Incentive Plan consistent with the an annual Cash threshold, target and annual basis that the Awards (the annual targets of the Incentive Plan. The maximum possible Compensation ‘‘Cash Cash Incentive Plan and Compensation payout for each Committee believes will Incentive to provide a strong Committee has absolute executive director. The produce the best return Plan’’) motivational tool to discretion to award a highest current for the company’s achieve or exceed cash bonus to its maximum payout is shareholders given the earnings and other executive directors. 200% of the Target then-current conditions, related pre-established Incentive. The in the Compensation performance objectives.Usually, the Compensation Committee’s absolute Compensation Committee may set a discretion. Committee will first higher maximum payout establish a target provided that it may not Two sets of performance incentive for each exceed 400% of Base measures are executive director basedSalary. determined for each on role, responsibilities award: performance and competitive market qualifiers and practices; and then performance metrics. establish a threshold, Performance qualifiers target and maximum are minimum levels of possible payouts for performance that must each executive director be attained before a whom the payout can occur, such Compensation as (for example) Committee determines compliance with shall be eligible to material regulatory participate. requirements and/or completion of Amounts are paid after compliance training. year end once the Performance metrics are Compensation key metrics designed to Committee has be critical to the determined the company’s success and company’s performance typically include a and each participating profitability factor, executive director’s revenue factor, and/or a performance relative to return factor, either as pre-established an actual result or a performance goals, relative metric where which reflects the results are compared to Compensation a defined peer group. Committee’s desire that For example, Adjusted the Cash Incentive Plan EBITDA (a non-GAAP pay amounts relative to profitability measure) actual performance (if weighted 33.3%, any) and to provide for Adjusted Free Cash substantially increased Flow weighted 33.3% rewards when and Total Revenues performance targets are (actual revenue) exceeded. weighted 33.4%.

A-4 Purpose and Component Link to Strategy Operation Maximum Opportunity Performance Measures The Compensation The Compensation Committee retains Committee has absolute absolute discretion in discretion to determine determining the extent the performance to which any actual measures (which, for the payouts are made under avoidance of doubt, may the Cash Incentive Plan. be comprised of other measures not mentioned The Compensation in the examples given Committee retains the above, if the right to make Compensation adjustments to actual Committee determines performance results to appropriate) and their take into account the relative weightings occurrence of any annually. Further details material event, for of how performance example, following a measures and targets change in the scope are set are set out in the and/or the responsibility notes below this table. of the role or the development of the The performance period individual in the role, or applicable to awards is in light of significant generally the relevant changes in the business calendar year but may such as mergers and vary. acquisitions, divestures and/or geographic or Generally, qualifying product or service factors must be achieved expansion which would before any incentive will impact the calculation of be earned. Performance these performance below threshold for a metrics, or changes to metric will result in no currency exchange rates incentive payout for that utilized to establish metric. Currently, a targets. The threshold level of Compensation performance for a given Committee also retains metric will result in 50% the right to make of the target opportunity adjustments to bonuses being earned for that that it considers metric; performance at appropriate in light of the target level for a significant corporate metric will result in events such as a change 100% of the target in control of the opportunity being company. earned for that metric; and performance at or The Cash Incentive Plan above the maximum is subject to the level for a metric will company’s Clawback result in 200% of the policy, as may be target opportunity being amended from time to earned. The time, as described on Compensation page 40 of the proxy Committee may however statement. set different levels of payout for awards. While not currently Payouts are calculated intended, the through interpolation Compensation between threshold and Committee reserves the maximum performance right to add additional levels unless the features such as the Compensation compulsory deferral of Committee determines part of a payout into otherwise. The amounts shares. that may be paid in respect of threshold, target and maximum

A-5 Purpose and Component Link to Strategy Operation Maximum Opportunity Performance Measures performance are set annually at the Compensation Committee’s discretion and will be disclosed in the first proxy statement following the relevant bonus award payout. Discretionary To reward an executive Granted at the The maximum amount None (see notes below). Bonuses director for significant discretion of the of compensation that contributions to a Compensation may be paid under all company initiative or Committee in awards denominated in when the executive has exceptional cash (cumulatively) performed at a level circumstances or to granted to any one above what was attract a new hire. individual during any expected, or other calendar year, including similar circumstances. AWhile not currently long-term incentive discretionary bonus mayintended, the awards (see below), may also be used to attract aCompensation not exceed $3,500,000. new hire of appropriate Committee reserves the experience to promote right to add additional the success of the features such as the company (see more on compulsory deferral of this in the recruitment part of a payout into policy section below). shares.

A-6 Purpose and Component Link to Strategy Operation Maximum Opportunity Performance Measures Long-Term To create a strong Executive directors may The maximum that may Performance-based RSUs: Incentive financial incentive for receive, at the discretion be paid to an individual Awards achieving or exceeding of the Compensation under the Stock Plan Performance measures long-term performance Committee, any type of shall be the maximum as are set at grant by the goals, to tie the interests award permitted under stated in the ‘‘individual Compensation of an executive director the company’s Third limits’’ section of the Committee in its to the interests of Amended and Restated Stock Plan, as may be absolute discretion, shareholders, to 2007 Stock Incentive amended from time to which the Compensation encourage a significant Plan (the ‘‘Stock Plan’’) time. As at the date of Committee believes are equity stake in the (as may be amended, publication of this the most appropriate company and to attract, restated or replaced), Policy, the Stock Plan measures of sustainable retain and motivate including performance- states that the maximum business performance executive talent base in based restricted stock number of shares that and to drive increased future years. units (‘‘RSUs’’), options, may be subject to shareholder value in the SARs and/or time-based awards denominated in then-current conditions. RSUs and any other shares granted to any Performance measures share plan that the one individual during may include, for company Board or any calendar year may example, a Revenue Compensation not exceed 1,500,000 performance metric Committee approves ordinary shares, and the weighted 50% and/or a (subject to any required maximum amount of profitability metric, such approval by the compensation that may as Adjusted EBITA (a shareholders or the be paid under all awards non-GAAP measure) company). denominated in cash weighted 50%. The granted to any one Compensation The Compensation individual during any Committee has absolute Committee also has thecalendar year may not discretion to determine discretion to grant stockexceed $3,500,000. the performance options, restricted stock, measures (which, for the phantom stock awards The maximum number avoidance of doubt, may and/or awards of of shares that may be be comprised of other unrestricted stock under comprised of awards measures not mentioned the Stock Plan. Awards may be adjusted to in the examples given are subject to the rules reflect any change in above, if the of the Stock Plan, the share capital of the Compensation applicable award company. Committee determines agreement and any appropriate) and their other terms and relative weightings. conditions applicable to Further details of how the awards as the performance measures Compensation and targets are set are Committee may set out in the notes determine. below this table. The size of an award at The performance period grant is generally based is generally one calendar on an analysis of year, but may vary, competitive pay that followed by vesting translates an award into requirements as a percentage of base described in the salary, but may vary. ‘‘Operation’’ column. Equity awards granted in 2016 and 2017 comprised 75% performance-based RSUs and 25% time-based RSUs.

A-7 Purpose and Component Link to Strategy Operation Maximum Opportunity Performance Measures RSUs granted to new If threshold hires are typically not performance is not performance-based and attained for at least one generally vest ratably metric, all of the over four years, though performance-based the Compensation RSUs are forfeited with Committee may vary respect to that metric. If such terms for individual threshold, target, or grants. maximum levels of performance are Performance-based attained, then 50%, RSUs granted in 2017 100% or 200% of the and going forward are targeted number of subject to the company’s performance-based Clawback policy, as may RSUs would be deemed be amended from time earned, respectively to time and as described (interpolated between on page 40 of the proxy performance levels). statement. An award may be settled in shares The amounts that may or cash, at the discretion be paid in respect of of the Compensation threshold, target and Committee, subject to maximum performance the terms of the will be disclosed in the individual award. first proxy statement Dividend equivalents published following may be payable on an grant. RSU award in cash or in shares, pursuant to Time-based RSUs, SARs, the terms of the award stock options and other set by the Compensation awards: Committee at grant. Time-based RSUs and The Compensation SARs are not Committee has the performance-based. discretion to determine Stock options are not the treatment of performance-based in outstanding awards in the sense that specific the context of certain performance metrics are corporate events, such not assigned to the as a change in control awards (unless the of the company or Compensation merger and acquisition Committee determines activity in accordance otherwise at grant), but with the rules of the stock options will not Stock Plan, the provide the holder with applicable award value unless the agreement and any company’s stock price other terms and increases above the conditions applicable to exercise price of that the awards. award.

A-8 Purpose and Component Link to Strategy Operation Maximum Opportunity Performance Measures Performance-based RSUs: Stock options and other awards may however be Performance-based granted subject to RSUs are generally performance measures if earned based on the Compensation performance Committee determines; achievement over a in which case, the one-year period framework for followed by vesting performance measures requirements based on set out above in relation continued employment to performance-based (or to an employee’s RSUs may apply. qualified retirement date, if earlier) over a period of four years (from January 31st of the grant year) during which vesting occurs in tranches (which may vary in proportion) as determined by the Compensation Committee, unless the Compensation Committee determines it appropriate to set a different vesting schedule and/or performance period at grant. The Compensation Committee retains the right to make adjustments to actual performance results, similar to the Cash Incentive Plan. Time-based RSUs: Time-based RSUs are earned at the time of issuance and vest in accordance with the same schedule as performance-based RSUs, unless the Compensation Committee determines otherwise at grant. Stock options and other awards: Stock options, SARs, restricted stock, phantom stock awards and/or awards of unrestricted shares may also be granted under the Stock Plan.

A-9 Purpose and Component Link to Strategy Operation Maximum Opportunity Performance Measures In 2017 stock options are being granted which vest in three equal tranches on 31 January of each year from grant. These awards are time-based. Pension To assist our executive Under the company’s The Internal Revenue Not performance-based. directors in providing 401(k) plan, eligible Service (‘‘IRS’’) limits for their retirement and U.S. employees employer contributions to maintain a market including executive to 401(k) plans to a competitive benefits directors may make statutory maximum, package to attract and contributions which may which is set each year retain executive be matched up to a (for example, the directors. certain level by the maximum total company. For 2017, the employer and employee company matched 100% contributions to the plan of employee is $54,000 for 2017). contributions up to 4% The company may make of the employee’s salary. contributions up to the Employees immediately statutory maximum. vest in their contributions while the If alternative pension matching contributions arrangements are vest at a rate of 20% provided in the future, per year of service. the Compensation Committee has set a The company does not maximum of $100,000 currently offer any per individual. The defined benefit plans. In Compensation the future, however, the Committee anticipates Compensation the actual cost to be less Committee may elect to than this and will adopt qualified or monitor the overall costs nonqualified defined to ensure it is satisfied benefit plans if it that the provision of determines that doing so pension benefits remains is in the company’s best an appropriate use of interests (e.g., in order the company’s funds. to attract, motivate and retain employees). In the future, alternative pension arrangements may be provided to non-U.S. executive directors, as required or appropriate in the local context and the individual circumstances. Benefits To provide a market Executive directors may The policy is framed by Not performance-based. competitive level of participate in benefit the nature of the benefits, for the plans that are generally benefits the purposes of attracting, offered by the company Compensation retaining and motivating to its employees from Committee is willing to executive directors. time to time, including provide to the executive health and welfare (for directors. Benefits are example, medical, dental paid at cost and given and vision plans), life the nature and variety insurance and disability of the items there is no plans. formal maximum level of company contribution.

A-10 Purpose and Component Link to Strategy Operation Maximum Opportunity Performance Measures The company may reimburse executive directors for their expenses incurred in connection with the performance of their duties (including, for example, travel, accommodation and other subsistence expenses), any relocation in connection with their role/duties, corporate hospitality events, meals and Board/committee dinners and functions (or pay such expenses directly). The company may reimburse executive directors for any excise taxes incurred, together with any related costs, on a grossed up basis (or pay any such amounts directly). The company may pay sick leave benefits and paid vacation and/or other benefits consistent with those offered to employees in a particular country, in accordance with the director’s service contract and/or applicable law or company policy. Assistance with the preparation of tax returns may also be offered if the Compensation Committee decides it is appropriate to do so. The company periodically reviews both the range of benefits available and whether they may be appropriate for executive directors or more generally. The company may adjust the type, scope and/or levels of the benefits offered, and/or provide additional benefits as it considers appropriate.

A-11 Purpose and Component Link to Strategy Operation Maximum Opportunity Performance Measures Limited To provide executive Perquisites that may be The policy is framed by Not performance-based. Perquisites directors with additional offered (at the the nature of the benefits considered company’s discretion) perquisites the necessary or customary are intended to be Compensation for the executive’s limited in nature and Committee is willing to position, for the purpose are not guaranteed to provide to the executive of attracting and be provided to any directors. Perquisites are retaining executive executive director in any paid at cost, and given directors. given year. Examples the nature and variety may include a of the items, there is no reimbursement for formal maximum level relocation expenses, car of company allowance, country club contribution. memberships, additional insurance and other similar benefits, at the discretion of the Compensation Committee.

Notes to the Policy Table Performance measures and targets 1. Cash Incentive Plan The Compensation Committee has absolute discretion to set each executive director’s threshold, target and maximum possible payout levels and to determine the extent to which payouts are made under the Cash Incentive Plan. The performance measures for participants consist of financial measures and business goals linked to the company’s strategy, which generally include financial and operational performance measures. These are split into (a) performance qualifiers and (b) performance metrics. Performance qualifiers are prerequisites to an award being paid and are designed to incentivize participants to meet tailored minimum performance standards and complete relevant training (for example, corporate and compliance training); and require compliance with all applicable material regulations and reporting requirements. The Compensation Committee considers that the performance metrics are appropriate indicators of company success and sustainable business performance that translate into increased shareholder value and are easily understandable and measurable. The Compensation Committee’s goal for each performance measure is to establish a target level of performance that is not certain to be attained, so that achieving or exceeding the target level requires significant effort by our executive directors. The factors taken into consideration include the company’s long range business plan, market and economic conditions, amongst others. Once the target levels are set, the Compensation Committee sets the threshold and maximum amounts. The Compensation Committee sets the threshold at what it considers to be the lowest level of acceptable performance and the maximum at what the Compensation Committee views would be outstanding performance versus target and budget.

A-12 2. Discretionary bonuses No specific performance metrics are set for discretionary bonuses. Typically a discretionary bonus may be awarded in connection with special projects that require significant time and effort on the part of the executive as a result of exemplary performance, or to new hires. Payments that may be made in exceptional circumstances, such as reimbursement for lost income upon being hired, compensation for other lost income (such as loss of benefits or retirement plan benefits) and payments made to new hires are not performance-based because they are to reimburse executive directors for particular circumstances rather than to reward performance.

3. Long-Term Incentive Awards The Compensation Committee has determined that long-term incentive awards under the Stock Plan will consist of both performance-based awards which are subject to vesting after or upon attainment of performance targets and time-based awards which only require continued company service to be earned. This balance is intended to incent behavior which drives business results (use of performance-based awards) while balancing participants engaging in unnecessary risk and promoting talent retention (use of time-only based awards). The Compensation Committee has absolute discretion to set each executive director’s threshold, target and maximum possible payout levels and to determine the extent to which payouts are made under the Stock Plan. The performance measures for participants consist of financial measures and business goals linked to the company’s strategy, which include financial and operational performance measures. The Compensation Committee considers that the performance metrics are appropriate indicators of company success and sustainable business performance that translate into increased shareholder value and are easily understandable and measurable. • Performance-based RSUs: The performance measures are chosen to focus on company performance and the vesting schedule is designed to encourage executive director retention for the long-term success of the company. As with the Cash Incentive Plan, the Compensation Committee sets performance targets so that they are adequately stretching and with the long-term success of the company in mind. The combination of the performance measures and targets set also balances driving achievement with the objective of not encouraging excessive risk-taking. • Time-based RSUs, SARs, stock options and other non-performance-based awards: As mentioned in the Policy table above, the Compensation Committee may determine that certain awards are not subject to performance conditions because such awards are used as a retention tool. The awards may, in certain circumstances, be combined with performance- based awards, as the Compensation Committee deems fit. Further, as mentioned in the policy table, any stock options awarded will not provide value unless the company’s stock price increases above the exercise price, thereby creating an implicit performance measure which aligns the award-holders performance with company performance and shareholder value.

Indemnification Executive directors are entitled to broad indemnification by the company pursuant to a deed of indemnity entered into with each director and are covered by the company’s Directors & Officers’ Liability Insurance Policy.

A-13 (c) Remuneration policy table: non-executive directors

Purpose and Component Link to Strategy Operation Maximum Opportunity Performance Measures Fees To provide appropriate The company pays fees The maximum annual Not performance- compensation for a to non-executive fees that may be paid based. non-executive director directors. The fees are to any individual is of the company, determined by the $500,000. sufficient to attract, Compensation retain and motivate Committee and high-caliber individuals currently may include with the relevant skills, the following: knowledge and experience. • an annual retainer for acting as a non-executive director; • a meeting fee for each Board meeting attended in person in the U.K.; • an additional annual retainer for the Chair of the Board; • an additional annual retainer for relevant committee memberships; • an additional annual retainer for committee chair positions (which may vary depending on the committee). The Compensation Committee reserves the right to structure the non-executive directors’ fees differently in its absolute discretion. Fees are generally paid monthly in cash. However, the Compensation Committee reserves the right to pay the fees on a different basis.

A-14 Purpose and Component Link to Strategy Operation Maximum Opportunity Performance Measures Fees are periodically reviewed by the Compensation Committee, having regard to external comparators such as the company’s peer group, the Chair or committee roles and responsibilities and other market factors. Equity Awards To appropriately Non-executive directors The maximum grant Not performance- attract, retain, motivate are eligible to receive that a non-executive based. and compensate an annual grant of director may receive non-executive directors time-based RSUs, at annually is equivalent of the highest caliber, the discretion of the to face value of and to align Compensation $500,000 at the time of non-executive directors’ Committee, or as may grant. interests with otherwise be permitted shareholders. under the Stock Plan. The Compensation Committee may additionally grant time-based RSUs upon the commencement of a non-executive director’s appointment. All such awards may be subject to vesting periods as set by the Compensation Committee in its absolute discretion. The vesting period for awards granted in 2017 was set at one year but the Compensation Committee may change this in the future. The value of RSU awards granted to non-executive directors is periodically reviewed alongside the level of cash fees.

A-15 Purpose and Component Link to Strategy Operation Maximum Opportunity Performance Measures The Compensation Committee exercises its judgment as to what it considers to be reasonable in all the circumstances, with regard to the quantum and mix of compensation. The Compensation Committee reserves the right to grant other types of award as permitted under the Stock Plan. RSUs granted to non-executive directors may be settled in shares or cash, at the discretion of the Compensation Committee. Dividend equivalents may be payable on an RSU award in cash or in shares, pursuant to the terms of the award set by the Compensation Committee at grant. Expenses To compensate The company may The policy is framed by Not performance- non-executive directors reimburse the nature of the based. for expenses incurred non-executive directors expenses the in connection with the for their expenses Compensation performance of their incurred in connection Committee is willing to non-executive director with the performance provide to the duties and to ensure of their duties non-executive directors. the company has the including attending Expenses are paid at appropriate Board and committee cost, and given the non-executive director meetings (such as, for nature and variety of input as and when example, travel, the items, there is no required. accommodation and formal maximum level other subsistence of company expenses), Board/ reimbursement. committee dinners and functions, Board training sessions and corporate hospitality events (or the company may pay such expenses directly).

Notes to the Policy Table Since non-executive directors are not employees, they do not receive compensation or benefits reserved only for employees such as company paid/subsidized insurance or paid vacation. The non-executive directors do not participate in the company’s annual bonus or performance-based long-term incentive awards. They do not currently receive pension or other benefits and are not

A-16 enrolled in the company’s 401(k) plan, as this is for employees only. The value of time-based RSUs will be determined by the share price of the company, but time-based RSUs granted to non-executive directors are not subject to performance conditions. Awards with performance conditions are not part of the non-executive remuneration package as we do not wish the non-executive directors to be driven by short-term company performance so as to maintain their independence as advisors to the company. Non-executive directors may receive professional advice in respect of their duties with the company and/or training to ensure they are aware of legal developments that will be paid for by the company. The non-executive directors are entitled to broad indemnification by the company pursuant to agreement deed of indemnity entered into with each director and are covered by the company’s Directors & Officers’ Liability Insurance Policy.

(d) Remuneration throughout the Group As employees of the company, executive directors pay is largely treated the same as all other employees recognizing different pay practices in different countries. Executive directors receive a market competitive pay package consisting of base salary, applicable incentive programs, and employee benefits. Executive director and employee pay is studied and determined through the use of appropriate market data usually with input from a compensation consultant. Non-executive director pay is also compared to appropriate market data but does not include ‘‘employee’’ type compensation.

(e) Recruitment policy The Compensation Committee intends that the components of remuneration set out in the above policy tables, and the approach to those components as set out in the policy tables, will (subject to the remainder of this recruitment policy) be equally applicable to the annual package provided to new recruits, i.e. for executive directors, base salary, Cash Incentive Plan awards, long-term incentive awards, discretionary bonuses, pension or applicable retirement plan and benefits and for non-executive directors, fees and RSUs. For an internal appointment, any pay element awarded in respect of the prior role may either continue on its original terms or be adjusted to reflect the new appointment, as appropriate. In the year of promotion for an internal appointment, additional equity-related incentive awards may be made to the individual. Where it is necessary to make a recruitment related pay award to an external candidate, the company will not pay more than the Compensation Committee considers necessary and will deliver any such awards under the terms of the existing pay structure, except to the extent that the Compensation Committee determines that it is appropriate to provide a buy-out arrangement (see further below) and/or to establish additional or particular arrangements specifically to facilitate the recruitment of the individual. Details of any recruitment-related awards will be appropriately disclosed and any arrangements would be made within the context of minimizing the cost to the company. All such awards for external appointments will take account of the nature, time-horizons and performance requirements for any remuneration relinquished by the individual when leaving a previous position, and will be appropriately discounted to ensure that the company does not, in the view of the Compensation Committee, over-pay. Any recruitment-related awards which do not replace awards with a previous employer will be subject to the limits as detailed in the general policy, other than any additional or particular arrangements specifically made to facilitate the recruitment of the individual which shall not exceed $3.5 million. The company may make a contribution towards legal fees in connection with agreeing employment terms. The company may also agree to pay certain expenses and taxes should an executive director be

A-17 asked to relocate to a different country, such that the executive director pays no more than would have been required in the home location.

Buy-out arrangements For the avoidance of doubt, where recruitment-related awards are intended to replace existing awards granted by a previous employer, the maximum amounts for incentive pay as stated in the policy table above will not apply to such awards. The Compensation Committee has not placed a maximum limit on any such awards which it may be necessary to make as it is not considered to be in shareholders’ interests to set any expectations for prospective candidates regarding such awards.

(f) Policy on payments for loss of office Any compensation payable in the event that the employment of an executive director is terminated will be determined in accordance the terms of any service contract between the company and the executive, as well as the relevant rules governing outstanding long term incentive awards, the rules of the Cash Incentive Plan and this Policy. The Compensation Committee will take all relevant factors into account when considering leaving arrangements for an executive director and exercising any discretion it has in this regard with the aim to ensure they are fair and reasonable, including (but not limited to) individual and business performance during the office, the reason for leaving, any other relevant circumstances (for example, ill health, disability, death and retirement) and the local context. The Compensation Committee will exercise its absolute discretion to determine whether such terms should be included in any new service contract. In addition to any payment that the Compensation Committee may decide to make, the Compensation Committee reserves discretion as it considers appropriate to: • Continue benefits beyond date of termination; • Pay for relocation to previous location, where applicable; • Make payments in lieu of notice; • Accelerate the vesting of equity awards; • Pay for outplacement services and/or legal fees. Generally, the company would require a non-compete, non-solicitation agreement from the departing executive to protect the interests of the company. Non-executive directors do not have notice periods and are not entitled to any termination payments. However, time-based RSUs may be paid out in shares depending on the circumstances and in accordance with the relevant RSU agreement. Usually, in the event a non-executive director is terminated, vesting in the RSUs as of the termination date shall cease and any unvested RSUs shall be forfeited in their entirety. However, where the non-executive director terminates due to death or disability, or involuntarily due to a corporate change any unvested RSUs will usually become fully vested and paid out in ordinary shares as soon as practicable following termination. Further, non-executive directors do not have service agreements or appointment letters, as is common practice in the U.S.

Service contract—executive directors The service contracts (also referred to as employment agreements) of executive directors may contain tailored terms which allow for termination payments to be paid if the executive director’s employment is terminated under certain circumstances, such as following a corporate change, involuntary

A-18 termination, termination ‘‘without cause’’, ‘‘good reason’’, death or disability, each as defined in the applicable executive director’s service contract. Details of such terms contained in the current executive director’s service contract are described more fully on pages 51-57 of the proxy statement; however, such provisions may be amended from time to time. Notice periods for executive directors will be set in accordance with market practice and with reference to factors such as business continuity balanced with the expectations of new hires. This is in addition to any potential additional benefits that may be made on a change in control, as outlined for the current year from page 51 onwards of the proxy statement, which gives an indication of how these payments may be determined in the future. The key terms and conditions contained in the current executive director’s service contract that could impact on the director’s remuneration are also set out from page 51 onwards of the proxy statement. Executive director service contracts are available for inspection at the company’s registered office and on the U.S. Securities and Exchange Commission website: www.sec.gov

(g) Legacy arrangements The Compensation Committee reserves the right to make any remuneration payments and payments for loss of office notwithstanding that they are not in line with the Policy set out above (for both executive and non-executive directors), where the terms of that payment were agreed before the Policy came into effect (including, without limitation, pursuant to awards granted before the Policy came into effect), or before the individual became a director of the company (provided the payment was not in consideration for the individual becoming a director). For the avoidance of doubt, the above policy tables shall not have the effect of limiting any payment to a new recruit made under the recruitment policy set out above unless expressly stated in the recruitment policy.

(h) Illustration of application of the Policy The bar charts below show the levels of remuneration (in thousands of U.S. dollars) that the executive director could earn for the first complete financial year in which the policy applies (from March 16, 2017).

$8,000 $7,379 $7,000

$6,000

$5,000 61% $4,429 $4,000 51% $3,000 19% $2,000 $1,479 16% $1,000 51% 17% 10% 49% 16% 10% $- Minimum Target Maximum

Salary, Benefits & PensionTime Based RSUs Cash Bonus Performance Based RSUs 31MAR201813570550

A-19 In these bar charts, the value of the benefits is the estimated employer paid medical, dental and vision benefits, as well as life insurance and assistance with the preparation of tax returns. The value of pensions is the employer contribution to the company’s 401(k) plan. The value of pensions is the employer contribution to the company’s 401(k) plan. The value of the Time-based RSUs and Performance-based RSUs is based on an award of 4.2X base salary for 2017, with 25% being Time-based RSUs and 75% being Performance-based RSUs.

(i) Consideration of shareholder views The company has taken shareholders’ views into account in the development of this Policy, as the remuneration practices described in this Policy have been voted on by shareholders under the U.S. disclosure requirements and appropriate industry groups have reported favorably. The Compensation Committee will take into account the results of the shareholder vote on remuneration matters when making future remuneration decisions. The Compensation Committee remains mindful of shareholder views when evaluating and setting ongoing remuneration strategy.

(j) Consideration of employment conditions elsewhere within the Group In accordance with prevailing commercial practice, the Compensation Committee evaluates the compensation and conditions of employees of the company group in determining the Policy with respect to executive directors. Each year the Compensation Committee approves the overall Cash Incentive Plan percentage payout and material changes to employee benefit plans. Consistent with practice in the industry in which the company operates, it is not the company’s policy to consult with staff on the pay of its directors.

(k) Minor changes The Compensation Committee may make, without the need for shareholder approval, minor amendments to the Policy for regulatory, exchange control, stock exchange, tax or administrative purposes or to take account of changes in legislation.

For the Board:

/s/ G. PATRICK P HILIPS G. Patrick Philips Chair, Compensation Committee

A-20 REMUNERATION REPORT Implementation Section All amounts are expressed in U.S. dollars.

Compensation Committee In 2017, the Compensation Committee was composed of four independent non-executive directors: Jorge M. Diaz, Julie Gardner, Mark Rossi and G. Patrick Phillips (Committee chair). Dennis F. Lynch stepped down as a member of the Compensation Committee on March 2, 2017. Further details of the responsibilities of the Compensation Committee are set out at pages 30 - 31 of the proxy statement. Details of the Compensation Committee’s process for making decisions is set out on pages 30 - 45 of the proxy statement, including information about our use of a compensation consultant. As stated in the proxy statement, an external compensation consultant, Meridian Compensation Partners LLC (‘‘Meridian’’), was appointed by the Compensation Committee. Meridian was selected based on their reputation in the market and after being interviewed by the Compensation Committee. The Compensation Committee considered and determined that Meridian is independent on the basis of the following factors (amongst others detailed on pages 30 - 31 of the proxy statement) outlined by Meridian in a letter: Meridian provides no other services to the company; fees paid by the company as a percentage of the Meridian’s total revenue; and policies or procedures maintained by Meridian that are designed to prevent a conflict of interest. Fees paid to the Compensation Committee’s external compensation consultants in year 2017 were approximately $205,000, such fees being charged on the firm’s standard terms of business for advice provided.

Shareholder Voting on Remuneration Matters The last Annual Meeting of Shareholders of Cardtronics plc was held on May 10, 2017. The U.S. ‘‘Advisory Vote on Executive Compensation’’ proposal received overwhelming support from shareholders:

For Against Abstain Total Shares Voted ...... 40,286,025 424,818 192,438 % of Voted ...... 98.5% 1.0%

Single Figure Tables—Audited The tables below summarize the total remuneration earned by each director of the company for the fiscal year ended December 31, 2017.

Executive Director

Performance Cash based Time based Salary Benefits(1) Bonus(2) RSUs(3) RSUs(3) Pension (4) Total Steven A. Rathgaber . . . 2017 $700,000 $14,084 $605,016 $774,599 $311,080 $10,800 $2,415,579

(1) Benefits comprise core benefits and any taxable benefits (that are or would be taxable in the U.K., if the director was resident in the U.K. for tax purposes). The amounts disclosed above include Life Insurance Premiums and amounts paid by the company for health and welfare benefits (such as

A-21 medical, vision and dental benefits). The gross value (before tax) of the benefits has been included. All U.S. employees are entitled to participate in the same benefit programs. (2) A detailed discussion of the current year cash bonuses awarded to Steven A. Rathgaber is available starting on page 37 of the proxy statement, including details on the performance measures used and their weighting, as well as actual performance relative to the targets set, and the resulting actual payout. None of the bonuses were deferred. (3) Equity awards are the value of the RSU awards made in the corresponding fiscal year based on the closing market price of our stock on December 29, 2017 of $18.52 per share. These awards were granted under the company’s LTIP (as defined in the proxy statement). A portion of the awards are time-based RSUs, and portion of the awards are performance-based RSUs, which are shown above at final earned amount. A detailed discussion on the current year LTIP is available on page 30 and, starting on page 39 of the proxy statement, details on the performance measures used and their weighting, as well as actual performance relative to the targets set, and the resulting level of award. (4) Pension consists of the matching contribution made by the company to the executive directors 401(k) plan for the years presented.

Non-Executive Directors

Fees Earned Name or Paid in Cash Stock Awards (1) Total J. Tim Arnoult ...... $113,952 $56,116 $170,068 Jorge M. Diaz ...... $ 98,952 $56,116 $155,068 Julie Gardner ...... $ 98,952 $56,116 $155,068 Dennis F. Lynch ...... $182,903 $56,116 $239,019 G. Patrick Phillips ...... $108,952 $56,116 $165,068 Mark Rossi ...... $118,952 $56,116 $175,068 Juli C. Spottiswood ...... $108,952 $56,116 $165,068

(1) Equity awards are the value of the time-based RSU awards made in the corresponding fiscal year using the closing market price of our stock on December 29, 2017 of $18.52 per share (being the best estimate of the fair value at the vesting date). The RSUs are not performance-based.

A-22 Equity awards made during the fiscal year (scheme interests awarded during the fiscal year)—Audited The following table sets forth information for each director who served the company during 2017 regarding the RSUs granted during the year ended December 31, 2017. The terms of the RSUs awarded to the directors are summarized in the Policy table above and in the proxy statement.

Threshold Face Value Performance vesting Performance Type of Award of Award Conditions level % period end Executive Director Steven A. Rathgaber . Performance-based RSUs (LTIP) (1) $4,711,652(2) See details on page 39 50% 12/31/2017 proxy statement Time-based RSUs (LTIP) (1) $ 785,260 (3) None — — Non-Executive Directors J. Tim Arnoult . . . . . Time-based RSUs(4) $ 135,017 (5) None — — Jorge M. Diaz . . . . . Time-based RSUs(4) $ 135,017 (5) None — — Julie Gardner . . . . . Time-based RSUs(4) $ 135,017 (5) None — — Dennis F. Lynch . . . . Time-based RSUs(4) $ 135,017 (5) None — — G. Patrick Phillips . . Time-based RSUs (4) $ 135,017 (5) None — — Mark Rossi ...... Time-based RSUs(4) $ 135,017 (5) None — — Juli C. Spottiswood . . Time-based RSUs (4) $ 135,017 (5) None — —

(1) Total 2017 LTIP target award based on 4.53x base salary and the 15-day average stock price following the 2016 earnings release. Of the total amount, 75% of the total target award is performance-based and 25% is time-based. See page 39 of the proxy statement for a full description of the 2017 LTIP, including performance metrics and vesting dates. (2) Calculated as the maximum RSUs available to earn of 100,784 multiplied by the grant date fair value of $46.75. The date of grant was March 31, 2017. (3) Calculated as 16,797 RSUs multiplied by the grant date fair value of $46.75. The date of grant was March 31, 2017. (4) Non-executive director RSU awards granted at an approximate value of $135,000 and vest approximately one year after grant subject to continuous service. (5) Calculated as 3,030 RSUs multiplied by the grant date fair value of $44.56. The date of grant was March 8, 2017.

A-23 Directors’ shareholding and share interests The company’s share ownership policy is described on page 43 of the proxy statement. As of the date of this proxy statement, all directors are in compliance with the share ownership policy. The following table sets forth information for each director regarding the number of shares and RSUs held as of December 31, 2017.

Outstanding unearned Aggregate holding Shares held Outstanding Performance-based of Shares and outright unvested RSUs RSUs Share Interests Steven A. Rathgaber ...... 319,199 207,234(1) 50,392(2) 576,825 J. Tim Arnoult ...... 10,295 3,030(3) — 13,325 Jorge M. Diaz ...... 42,862 3,030(3) — 45,892 Julie Gardner ...... 10,217 3,030(3) — 13,247 Dennis F. Lynch ...... 27,485 3,030(3) — 30,515 G. Patrick Phillips ...... 21,382 3,030(3) — 24,412 Mark Rossi ...... 35,894 3,030(3) — 38,924 Juli C. Spottiswood ...... 16,592 3,030(3) — 19,622

(1) RSUs granted under 2014 - 2017 LTIP, and vest 24, 36 and 48 months from January 31 st of the grant year, at the rate of 50%, 25% and 25% respectively (or to the director’s qualified retirement date, if earlier). (2) Performance-based RSUs granted under the 2017 LTIP, shown at target level of performance achievement, vesting on Mr. Rathgaber’s qualified retirement date of December 31, 2017. See page 39 of the proxy statement for a full description of the 2017 LTIP, including performance metrics. (3) RSUs granted March 8, 2017 and vested March 8, 2018.

Payments for loss of office—Audited There were no payments made to directors for loss of office during 2017. Having reached his qualified retirement date, Mr. Rathgaber vested in all outstanding RSU’s at December 31, 2017.

A-24 Performance Graph and Table The graph below represents the relative investment performance of the company’s shares to the NASDAQ Composite Index. The Board has selected the NASDAQ Composite Index for the comparison of total shareholder return for purposes of U.K. requirements as it represents a good market comparator.

Comparison of Cumulative Total Shareholder Return

$200

$180

$160

$140

$120

$100

$80

$60

$40

$20 December 2015 December 2016 December 2017

CATM NASDAQ Composite Index

31MAR201813470454 The table below sets out the following compensation for our Chief Executive Officer, Steven A. Rathgaber: • Total remuneration as seen in the single figure table on page A-21, calculated using the stock prices as of December 31, 2016 and 2017; • The bonus paid as a percentage of maximum opportunity; • The value of the long-term incentives that have met their performance condition against the maximum possible level which could have been earned in that period.

2016 2017 Total CEO remuneration ...... $8,000,403 $2,415,579 Annual bonus as % of maximum ...... 41.4% 43.2% Performance units meeting condition in year as % of maximum ...... 68.0% 41.5%

Percentage Change in Pay of Chief Executive Officer Fiscal 2016 to Fiscal 2017 The U.K. legislation requires the company to disclose the percentage change in the prescribed pay elements of the CEO between 2016 and 2017 together with equivalent average percentages for the employee population of the Company’s group. The percentage change attributable to the employees below was calculated using the per-employee average compensation for the pay element using the employee population taken as a whole.

CEO Employees Salary ...... — ǁ5.3% Benefits ...... ǁ0.4% ǁ9.9% Cash Bonus ...... 4.3% ǁ23.8% Equity Awards ...... ǁ83.8% ǁ83.1%

A-25 During 2017 the Company completed two significant acquisitions. These acquisitions contributed to a 31% increase in average employee headcount and resulted in approximately 75% of the employee population being located in the U.S. and U.K., down from approximately 95% at the end of 2016. The change in per-employee salaries and benefits is due to the change in the make-up of the employee population taken as a whole, as a result of the acquisitions, and the lower average per-employee compensation and benefit costs for employees outside of the U.S. and U.K. The change in value of the equity awards is calculated using the equity awards granted in 2016 and 2017 and the stock price at the respective year-ends. The stock prices as of December 31, 2016 and 2017 were $54.47 and $18.52, respectively.

Relative Importance of Spend on Pay U.K. legislation requires the company to show the annual change in spending on certain specified items. The following table includes the statutory items for the current and prior year: • Total remuneration for all employees across the company; • Dividends paid; • Share repurchases.

2016 2017 Change Total Employee Remuneration (1) ...... $187,741,951 $190,665,427 2% Share Repurchases (2) ...... $ 3,958,789 $ — n/a Dividends Paid ...... $ — $ — —

(1) Total Employee Remuneration costs include all compensation related costs for employees, including salaries, bonuses, benefits and taxes incurred by the company, etc. Equity Awards granted in the year to employees (net of forfeitures in the year) are included at closing market price of our stock on December 29, 2017 of $18.52 per share and December 31, 2016 of $54.57 per share, and performance-based RSUs are included at the actually earned values. (2) Share Repurchases consist of shares repurchased from employees to cover their withholding taxes due to governing authorities due to RSU and RSA vestings. As of the date of the redomicile to the U.K. (July 1, 2016) the company has ended this practice and instead issues a reduced amount of shares to employees. There were no share repurchases made on the open market in 2016 and 2017.

Statement of Implementation of Policy in 2018 In 2018, the Compensation Committee intends to continue to provide remuneration in accordance with the policy tables set forth above. Base salaries may be increased in line with increases across the Group and new targets will be set for the Cash Incentive Plan and the performance-based RSU awards, as explained below. The appropriate level of awards to be granted in 2018 is assessed by the Compensation Committee but in all cases will remain within the maximums stated in the Policy.

A-26 Effective March 2018, the following will apply:

Chief Executive Officer

Base Salary The Compensation Committee approved our CEO’s base salary of $750,000. Cash Incentive Plan The 2018 Cash Incentive Plan will utilize the following performance metrics and weightings: Performance metrics: • Total Revenue (33.4%) • Adjusted EBITDA (33.3%) • Adjusted Free-Cashflow (33.3%) Consistent with 2017, our CEO’s Cash Incentive target is set at 100% of his base salary. Stock Option, Performance- based and Time-based RSUs The 2018 LTIP will utilize the following performance measures and weightings for the Performance-based RSUs: • Total Revenue (50%) • Adjusted EBITA (50%) The value of the share-based payments granted to our CEO is based on an award of 4.67X base salary for 2018, with 25% being Options, 25% being Time-based RSUs and 50% being Performance-based RSUs.

Non-Executive Directors

Fees and Time-based RSUs Director Fees and Time-based RSUs granted will remain consistent with 2017 and as described on page 59 of the proxy statement: • the annual award of RSUs will remain at approximately $135,000 at the time of grant; • the annual cash retainer will remain at $70,000; • the additional annual cash retainer for the Chair of our Board will remain at $85,000; • the meeting fee for each Board meeting attended in person in the United Kingdom will be $10,000 with no additional fees paid for committee or other Board meetings attended; • reimbursement of reasonable fees related to preparation of U.K. tax returns; and • cash retainers for committee members and committee chair will remain the same as in 2017. Specific performance targets are considered commercially sensitive as they will give our competitors information about our budget and strategy. The targets will be accurately disclosed in next year’s proxy statement.

A-27

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Definitive Proxy Statement  Definitive Additional Materials  Soliciting Material under §240.14a-12

CARDTRONICS PLC (Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):  No fee required.  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

 Fee paid previously with preliminary materials.  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

31MAR201815302923 April 2, 2018

Dear Shareholder: We cordially invite you to attend our 2018 Annual General Meeting of Shareholders. We will hold our meeting on Wednesday, May 16, 2018 at 5 p.m. BST at Weil, Gotshal & Manges, 100 Fetter Lane, London EC4A 1AY, United Kingdom. As a shareholder of Cardtronics plc, you play an important role in our company by considering and taking action on the matters set forth in the attached proxy statement. We appreciate the time and attention you invest in making thoughtful decisions. Attached you will find a notice of meeting and proxy statement that contain further information about the items upon which you will be asked to vote and the meeting itself, including: • How to obtain admission to the meeting if you plan to attend; and • Different methods you can use to vote your proxy, including by Internet, telephone and mail. Every shareholder vote is important, and we encourage you to vote as promptly as possible. If you cannot attend the meeting in person, you may listen to the meeting via webcast. Instructions on how to access the live webcast are included in the proxy statement. Sincerely,

/s/ EDWARD H. W EST Edward H. West Chief Executive Officer

/s/ DENNIS F. L YNCH Dennis F. Lynch Chair of the Board of Directors Cardtronics plc 3250 Briarpark Drive, Suite 400 Houston, Texas 77042 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT April 2, 2018

Dear Shareholder: Notice is hereby given that the 2018 Annual General Meeting of Shareholders (the ‘‘Annual Meeting’’) of Cardtronics plc, an English public limited company (‘‘Cardtronics’’), will be held on Wednesday, May 16, 2018 at 5 p.m. BST at Weil, Gotshal & Manges, 100 Fetter Lane, London EC4A 1AY, United Kingdom. At the Annual Meeting, you will be asked to consider and vote on the following: 1. To re-elect three Class II directors, J. Tim Arnoult, Dennis F. Lynch and Juli C. Spottiswood, each by separate ordinary resolution, to our Board of Directors to serve until the 2021 Annual General Meeting of Shareholders; 2. To ratify our Audit Committee’s selection of KPMG LLP (U.S.) as our U.S. independent registered public accounting firm for the fiscal year ending December 31, 2018; 3. To re-appoint KPMG LLP (U.K.) as our U.K. statutory auditors under the U.K. Companies Act 2006, to hold office until the conclusion of the next annual general meeting of shareholders at which accounts are presented to our shareholders; 4. To authorize our Audit Committee to determine our U.K. statutory auditors’ remuneration; 5. To approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in the proxy statement; 6. To approve, on an advisory basis, the directors’ remuneration report for the fiscal year ended December 31, 2017; 7. To receive our U.K. Annual Reports and Accounts for the fiscal year ended December 31, 2017, together with the reports of the auditors therein; Resolutions in proposals 1-7 will be proposed as ordinary resolutions, which means that, assuming a quorum is present, each such resolution will be approved if a simple majority of votes cast (whether in person or by proxy) for or against a resolution are cast in favor of the resolution. Further details of the proposals are set out in the proxy statement under the relevant descriptions of the proposals. With respect to the non-binding advisory votes in proposals 2, 5, and 6, the result of the vote for each proposal will not require our Board of Directors to take any action. Our Board of Directors values the opinions of our shareholders as expressed through advisory votes and other communications. Our Board of Directors will carefully consider the outcome of the advisory vote on each proposal. During the Annual Meeting, our Board of Directors will present to our shareholders our U.K. statutory accounts together with our U.K. statutory reports, including the directors’ report, the strategic report, the directors’ remuneration report and the auditors’ report for the fiscal year ended December 31, 2017 (our ‘‘U.K. Annual Reports and Accounts’’). Our Board of Directors will also provide an opportunity for shareholders to raise questions in relation to our U.K. Annual Reports and Accounts. Only shareholders of record at the close of business on March 21, 2018 are entitled to receive notice of and to vote at the Annual Meeting or any adjournment or postponements thereof. A list of shareholders will be available commencing April 30, 2018 and may be inspected at our offices during normal business hours prior to the Annual Meeting. The list of shareholders also will be available for review at the Annual Meeting. In the event there are not sufficient votes for a quorum at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies. The proxy materials include this notice, the proxy statement, our U.K. Annual Reports and Accounts for the fiscal year ended December 31, 2017 and the enclosed proxy card. The proxy statement provides information about the agenda and related matters for the Annual Meeting. It also describes how our Board of Directors operates, provides information about its director candidates and provides information about the other items of business to be conducted at the Annual Meeting. Your vote is important. Even if you plan to attend the Annual Meeting, please sign, date and return the enclosed proxy card as promptly as possible to ensure that your shares are represented. If you attend the Annual Meeting, you may withdraw any previously submitted proxy and vote in person.

Sincerely,

/s/ AIMIE K ILLEEN Aimie Killeen Company Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON May 16, 2018 The Notice of Annual General Meeting of Shareholders, Proxy Statement for the Annual General Meeting of Shareholders and our Annual Report on Form 10-K to Shareholders for the fiscal year ended December 31, 2017 are available at www.cardtronics.com TABLE OF CONTENTS

ABOUT THE ANNUAL MEETING ...... 1 PROPOSAL 1: ORDINARY RESOLUTIONS TO RE-ELECT CLASS II DIRECTORS ...... 7 PROPOSAL 2: AN ORDINARY RESOLUTION TO RATIFY THE SELECTION OF KPMG LLP (U.S.) AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM...... 11 PROPOSAL 3: AN ORDINARY RESOLUTION TO RE-APPOINT KPMG LLP (U.K.) AS OUR U.K. STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 ...... 11 PROPOSAL 4: AN ORDINARY RESOLUTION TO AUTHORIZE OUR AUDIT COMMITTEE TO DETERMINE OUR U.K. STATUTORY AUDITORS’ REMUNERATION ...... 12 PROPOSAL 5: AN ORDINARY RESOLUTION OF A NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION ...... 12 PROPOSAL 6: AN ORDINARY RESOLUTION OF A NON-BINDING ADVISORY VOTE TO APPROVE THE DIRECTORS’ REMUNERATION REPORT ...... 14 PROPOSAL 7: AN ORDINARY RESOLUTION TO RECEIVE OUR U.K. ANNUAL REPORTS AND ACCOUNTS ...... 14 CORPORATE GOVERNANCE ...... 16 SHARE OWNERSHIP MATTERS ...... 22 EXECUTIVE OFFICERS ...... 25 COMPENSATION DISCUSSION AND ANALYSIS ...... 27 COMPENSATION COMMITTEE REPORT ...... 45 EXECUTIVE COMPENSATION ...... 46 DIRECTOR COMPENSATION ...... 59 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION ...... 60 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS ...... 60 AUDIT MATTERS ...... 61 PROPOSALS FOR THE 2019 ANNUAL GENERAL MEETING OF SHAREHOLDERS . . . . . 62 OTHER MATTERS ...... 63 ANNEX A—CARDTRONICS PLC U.K. STATUTORY DIRECTORS’ REMUNERATION REPORT (PART II) ...... A-1 31MAR201815302923

Cardtronics plc 3250 Briarpark Drive, Suite 400 Houston, Texas 77042 PROXY STATEMENT These proxy materials are furnished to you in connection with the solicitation of proxies by the Board of Directors (our ‘‘Board’’) of Cardtronics plc, an English public limited company (‘‘Cardtronics’’), for use at our 2018 Annual General Meeting of Shareholders and any adjournments or postponements of the meeting (the ‘‘Annual Meeting’’). The Annual Meeting will be held on Wednesday, May 16, 2018 at 5 p.m. BST at Weil, Gotshal & Manges, 100 Fetter Lane, London EC4A 1AY, United Kingdom. On or about April 2, 2018, we mailed a Notice of Internet Availability to our shareholders of record and beneficial owners who owned our Class A ordinary shares at the close of business on March 21, 2018 (the ‘‘Record Date’’). The Notice of Internet Availability contains information on how to access the proxy materials and vote online. The Notice of Annual General Meeting of Shareholders, this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 are available to you in the Investor Relations section of our website at www.cardtronics.com or, upon your request, paper versions of these materials will be delivered to you by mail. On July 1, 2016, the location of incorporation of the parent company of the Cardtronics group of companies was changed from Delaware to the United Kingdom, whereby Cardtronics plc became the new publicly traded corporate parent of the Cardtronics group of companies following the completion of the merger between Cardtronics, Inc. (‘‘Cardtronics Delaware’’) and one of its subsidiaries (the ‘‘Merger’’). The Merger was completed pursuant to the Agreement and Plan of Merger, dated April 27, 2016, the adoption of which was approved by Cardtronics Delaware’s shareholders on June 28, 2016 (collectively, the ‘‘Redomicile Transaction’’). Pursuant to the Redomicile Transaction, each issued and outstanding share of common stock of Cardtronics Delaware held immediately prior to the Merger was effectively converted into one Class A ordinary share, nominal value $0.01 per share, of Cardtronics plc. Upon completion, the Class A ordinary shares were listed and began trading on The NASDAQ Stock Market LLC (‘‘NASDAQ’’) under the symbol ‘‘CATM,’’ the same symbol under which shares of common stock of Cardtronics Delaware were formerly listed and traded. As a result of the Redomicile Transaction, unless the context indicates otherwise, in this proxy statement all references to ‘‘shares’’ relating to a date prior to July 1, 2016 refer to shares of common stock of Cardtronics Delaware, while all references to ‘‘shares’’ relating to a date on or after July 1, 2016 refer to Class A ordinary shares of Cardtronics plc.

ABOUT THE ANNUAL MEETING What is the purpose of the 2018 Annual General Meeting of Shareholders? At the Annual Meeting, our shareholders will be asked to: (i) re-elect three Class II directors, J. Tim Arnoult, Dennis F. Lynch and Juli C. Spottiswood, each by separate ordinary resolution, to our Board to serve until the 2021 Annual General Meeting of Shareholders; (ii) ratify our Audit Committee’s selection of KPMG LLP (U.S.) as our U.S. independent registered public accounting firm for the fiscal year ending December 31, 2018; (iii) re-appoint KPMG LLP (U.K.) as our U.K. statutory auditors under the U.K. Companies Act 2006, to hold office until the conclusion of the next annual general meeting of shareholders at which accounts are presented to our shareholders; (iv) authorize our Audit Committee to determine our

1 U.K. statutory auditors’ remuneration; (v) approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in this proxy statement; (vi) approve, on an advisory basis, the directors’ remuneration report; (vii) receive our U.K. statutory accounts together with our U.K. statutory reports, including the directors’ report, the strategic report, the directors’ remuneration report and the auditors’ report for the fiscal year ended December 31, 2017 (our ‘‘U.K. Annual Reports and Accounts’’). Each of the above matters that will be submitted to shareholders for their approval is described in more detail herein. Resolutions in the proposals will be proposed as ordinary resolutions which means that, assuming a quorum is present, each such resolution will be approved if a simple majority of votes cast (whether in person or by proxy) for or against a resolution are cast in favor of the resolution. With respect to the non-binding advisory votes in Proposal 2 (ratification of our Audit Committee’s selection of KPMG LLP (U.S.) as our U.S. independent registered public accounting firm for the fiscal year ending December 31, 2018), Proposal 5 (approval, on an advisory basis, of the compensation of the Named Executive Officers as disclosed in this proxy statement) and Proposal 6 (approval, on an advisory basis, of the directors’ remuneration report), the result of the vote for each proposal will not require our Board to take any action. Our Board values the opinions of our shareholders as expressed through advisory votes and other communications and will carefully consider the outcome of the advisory vote on each proposal. Certain proposals are items that are required to be approved by shareholders periodically in accordance with the U.K. Companies Act 2006 and may not have an analogous requirement under U.S. laws or regulations. As such, while these proposals may be familiar to shareholders accustomed to being shareholders of companies incorporated in England and Wales, other shareholders may be less familiar with these proposals and should review and consider each proposal carefully.

Who may vote at the Annual Meeting? Our Board has fixed March 21, 2018 as the record date for the Annual Meeting. If you are a shareholder of Cardtronics as of the close of business on the record date, you are qualified to receive notice of and to vote at the Annual Meeting. As of the record date there were 45,920,908 shares outstanding and entitled to vote at the Annual Meeting. As of the record date, our directors and executive officers beneficially owned, in the aggregate, approximately 282,225 of such shares, representing beneficial ownership of 0.6% of the outstanding shares as of that date, and these shares are included in the number of shares entitled to vote at the Annual Meeting. Subject to disenfranchisement in accordance with applicable law and/or our Articles of Association, each share is entitled to one vote on each matter properly brought before the Annual Meeting. No other class of securities will be entitled to vote at the Annual Meeting. Pursuant to our Articles of Association, cumulative voting rights are prohibited. A complete list of shareholders of record entitled to vote will be open to the examination of any shareholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our offices in Houston, Texas during ordinary business hours. Such list shall also be open to the examination of any shareholder present at the Annual Meeting.

When and where is the Annual Meeting? Our Annual Meeting will take place on Wednesday, May 16, 2018 at 5 p.m. BST at Weil, Gotshal & Manges, 100 Fetter Lane, London EC4A 1AY, United Kingdom. Only shareholders of record on the record date (i.e., March 21, 2018) are invited to attend the Annual Meeting and are requested to vote on the proposals described in this proxy statement.

2 What is a proxy? A proxy is your legal designation of another person to vote the shares that you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. Our Board has appointed the individuals indicated on the enclosed proxy card (the ‘‘Proxy Holders’’) to serve as proxies for the Annual Meeting. If you are a shareholder of record (as discussed in more detail below) and you properly complete and submit a proxy, your shares will be voted by the Proxy Holders in accordance with your instructions on this proxy. If you complete and submit a proxy, but do not indicate how you wish to vote, the Proxy Holders will vote in accordance with the recommendations of our Board as set forth after each proposal. If you hold shares in ‘‘street name’’ through a broker, in some cases your shares may be voted even if you do not provide your broker, bank or other nominee with voting instructions. At the Annual Meeting, a broker will not have discretionary authority to vote on any of the proposals in the absence of timely instructions from the beneficial owners, except for Proposal 2 (ordinary resolution to ratify our Audit Committee’s selection of KPMG LLP (U.S.) as our U.S. independent registered public accounting firm for the fiscal year ending December 31, 2018), Proposal 3 (ordinary resolution to re-appoint KPMG LLP (U.K.) as our U.K. statutory auditors under the U.K. Companies Act 2006), Proposal 4 (ordinary resolution to authorize our Audit Committee to determine our U.K. statutory auditors’ remuneration) and Proposal 7 (ordinary resolution to receive our U.K. Annual Reports and Accounts). See ‘‘What is the effect of abstentions and broker non-votes and what vote is required to approve each proposal discussed in this proxy statement?’’ below for additional information.

What does it mean if I receive more than one proxy card? If you receive more than one proxy card, then you own shares through multiple accounts with our transfer agent and/or your broker, bank or other nominee. Please sign and return all proxy cards to ensure that all of your shares are voted at the Annual Meeting.

What is the difference between holding shares as a ‘‘shareholder of record’’ and holding shares in ‘‘street name’’? • Shareholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered a ‘‘shareholder of record’’ with respect to those shares, and you are receiving these proxy materials directly from us. As the shareholder of record, you have the right to mail your proxy directly to us or to vote in person at the Annual Meeting. • Street Name Shareholder. If your shares are held in a stock brokerage account, by a bank or other holder of record (commonly referred to as being held in ‘‘street name’’), you are the ‘‘beneficial owner’’ with respect to those shares and these proxy materials are being forwarded to you by that custodian, which is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote and you are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a signed proxy from the shareholder of record giving you the right to vote the shares. Your broker, bank or other nominee has provided voting instructions for you to use in directing the broker, bank or other nominee how to vote your shares. If you fail to provide sufficient instructions to your broker, bank or other nominee, the shareholder of record may be prohibited from voting your shares as discussed elsewhere in this proxy statement.

3 How do I vote my shares? • Shareholder of Record. Shares held directly in your name as the shareholder of record can be voted in person at the Annual Meeting or you can provide a proxy to be voted at the Annual Meeting by signing and dating the enclosed proxy card and returning it in the enclosed postage-paid envelope. If you plan to vote in person at the Annual Meeting, please bring proof of identification. Even if you currently plan to attend the Annual Meeting, we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the Annual Meeting. • Street Name Shareholder. If you hold your shares in ‘‘street name,’’ please follow the instructions provided by your broker, bank or other holder of record (the record holder). Shares held in street name may be voted in person by you at the Annual Meeting only if you obtain a signed proxy from the record holder giving you the right to vote the shares. If you hold your shares in street name and wish to simply attend the Annual Meeting, please bring proof of ownership and identification.

How many votes must be present to hold the Annual Meeting? There must be a quorum present for any business to be transacted at the Annual Meeting. A quorum is the presence at the Annual Meeting, in person or by proxy, of shareholders who together are entitled to cast at least the majority of the voting rights of Cardtronics as of the record date. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the Annual Meeting. As of the record date, there were 45,920,908 shares issued outstanding and entitled to vote at the Annual Meeting. Consequently, the presence of the holders of at least 22,960,454 shares, in person or by proxy, is required to establish a quorum for the Annual Meeting. If less than a quorum is represented at the Annual Meeting, the meeting will be adjourned by the chair of the meeting, or as otherwise provided in our Articles of Association, to such other day and such other time and/or place as determined in accordance with our Articles of Association.

How many votes do I have? You are entitled to one vote for each share that you owned on the record date on all proposals considered at the Annual Meeting.

Can I change my vote after I return my proxy card? Yes. Even after you have returned your proxy card, you may revoke your proxy at any time before it is exercised by: (i) submitting a written notice of revocation to our Company Secretary, Aimie Killeen, by mail to Cardtronics plc, 3250 Briarpark Drive, Suite 400, Houston, Texas 77042 or by facsimile at (832) 308-4770 no later than May 15, 2018; (ii) mailing in a new proxy card bearing a later date, but received by us no later than May 15, 2018; or (iii) attending the Annual Meeting and voting in person, which suspends the powers of the Proxy Holders. If you hold your shares in ‘‘street name,’’ you may change your vote by submitting new voting instructions to your broker, bank or nominee in accordance with that entity’s procedures.

Could other matters be decided at the Annual Meeting? At the time this proxy statement was filed, we did not know of any matters to be raised at the Annual Meeting other than those proposals referenced in this proxy statement. With respect to any other matter that properly comes before the Annual Meeting, the Proxy Holders will vote the proxies as recommended by our Board or, if no recommendation is given, in their own discretion.

4 What is the effect of abstentions and broker non-votes and what vote is required to approve each proposal discussed in this proxy statement? Proposal 1. Each of the proposed directors will be re-elected if a simple majority of votes cast at the Annual Meeting (whether in person or by proxy) for or against a resolution are cast in favor of the proposed director as required for the uncontested re-election of each of the proposed directors. This means that each of the Class II director nominees must receive the majority of all votes cast for that Class II director nominee to be re-elected to our Board. You may vote ‘‘FOR,’’ ‘‘AGAINST’’ or ‘‘ABSTAIN’’ for each Class II director nominee. If you ‘‘ABSTAIN,’’ your votes will be counted for purposes of establishing a quorum, but will not be taken into account in determining the outcome of the proposal. Broker non-votes are not treated as entitled to cast a vote and therefore will have no impact on the proposal. Proposals 2, 3, 4 and 6. Each proposal will be approved if a simple majority of votes cast at the Annual Meeting (whether in person or by proxy) for or against a resolution are cast in favor of the resolution. You may vote ‘‘FOR,’’ ‘‘AGAINST’’ or ‘‘ABSTAIN’’ on each of these proposals. If you ‘‘ABSTAIN,’’ your votes will be counted for purposes of establishing a quorum, but will not be taken into account in determining the outcome of the proposal. These proposals are considered ‘‘routine’’ matters, so if you are a street name shareholder, your broker, bank, or other nominee is permitted to vote your shares on each of these proposals even if your broker does not receive voting instructions from you. Proposal 5. The proposal will be approved if a simple majority of votes cast at the Annual Meeting (whether in person or by proxy) for or against a resolution are cast in favor of the resolution. You may vote ‘‘FOR,’’ ‘‘AGAINST’’ or ‘‘ABSTAIN’’ on each of these proposals. If you ‘‘ABSTAIN,’’ your votes will be counted for purposes of establishing a quorum, but will not be taken into account in determining the outcome of the proposal. Broker non-votes are not treated as entitled to cast a vote and therefore will have no impact on the proposals.

Who is participating in this proxy solicitation and who will pay for its cost? We will bear the entire cost of soliciting proxies, including the cost of the preparation and distribution of this proxy statement, the proxy card and any additional information furnished to our shareholders. In addition to this solicitation, our directors, officers and other employees may solicit proxies by use of mail, telephone, facsimile, electronic means, in person or otherwise. These persons will not receive any additional compensation for assisting in the solicitation, but may be reimbursed for reasonable out-of-pocket expenses in connection with the solicitation.

May I propose actions for consideration at the next annual general meeting of shareholders or nominate individuals to serve as directors? Yes. You may submit proposals for consideration at future shareholder meetings, including director nominations. See ‘‘Corporate Governance—Our Board—Director Selection and Nomination Process’’ and ‘‘Proposals for the 2018 Annual General Meeting of Shareholders’’ for more details.

What is ‘‘householding’’ and how does it affect me? We participate, and some brokers, banks, trustees, custodians and other nominees may be participating, in the practice of ‘‘householding’’ proxy materials. This procedure allows multiple shareholders residing at the same address the convenience of receiving a single proxy statement and Annual Report on Form 10-K and Notice of Internet Availability. You may request a separate copy of this proxy statement by calling 1-866-540-7095 or by writing us at Cardtronics plc, c/o Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

5 Whom should I contact with questions about the Annual Meeting? If you have any questions about this proxy statement or the Annual Meeting, please contact our Company Secretary Aimie Killeen, at 3250 Briarpark Drive, Suite 400, Houston, Texas 77042 or by telephone at (832) 308-4518.

Where may I obtain additional information about Cardtronics plc? We refer you to our Annual Report on Form 10-K filed with the Securities and Exchange Commission (‘‘SEC’’) on March 1, 2018. Our Annual Report on Form 10-K, including audited financial statements, is available on our website at www.cardtronics.com. IF YOU WOULD LIKE TO RECEIVE ADDITIONAL INFORMATION ABOUT CARDTRONICS PLEASE CONTACT OUR COMPANY SECRETARY, AIMIE KILLEEN, AT 3250 BRIARPARK DRIVE, SUITE 400, HOUSTON, TEXAS 77042. On the following pages, we have set forth the proposals that are being submitted to the shareholders for their approval. Following each proposal is a summary of the proposal as well as our Board’s recommendation in support thereof.

6 PROPOSAL 1: ORDINARY RESOLUTIONS TO RE-ELECT CLASS II DIRECTORS Our Class II Director Nominees Our Board currently has nine director positions that are divided into three classes, with one class to be elected at each annual general meeting of shareholders to serve for a three-year term. The term of our Class II directors expires at the Annual Meeting, the term of our Class III directors expires at the 2019 Annual General Meeting of Shareholders, and the term of our Class I directors expires at the 2020 Annual General Meeting of Shareholders, with each director to hold office until his or her successor is duly elected and qualified or until the earlier of his or her death, resignation, retirement or removal. Our Class I directors are Jorge M. Diaz and G. Patrick Phillips; our Class II directors are J. Tim Arnoult, Dennis F. Lynch and Juli C. Spottiswood; and our Class III directors are Julie Gardner, Edward H. West and Mark Rossi. Our Board currently has one vacant director position. Acting upon the recommendation of our Nominating & Governance Committee, our Board nominated J. Tim Arnoult, Dennis F. Lynch and Juli C. Spottiswood for re-election as Class II directors at the Annual Meeting. Each nominee is currently a director, has consented to being named a nominee in this proxy statement, and has indicated a willingness to serve if elected. Class II directors re-elected at the Annual Meeting will serve for a term to expire at the 2021 Annual General Meeting of Shareholders, with each director to hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, retirement or removal. We did not pay any third-party fees to assist in the process of identifying or evaluating these candidates. Unless authority to vote for a particular nominee is withheld, the shares represented by the enclosed proxy will be voted FOR the re-election of each of J. Tim Arnoult, Dennis F. Lynch and Juli C. Spottiswood as Class II directors. In the event that any nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the re-election of such other person as our Board may recommend in his or her place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director. Shareholders may not cumulate their votes in the re-election of our directors. The names and certain information about the Class II director nominees, including their ages as of the Annual Meeting date, positions with Cardtronics, as well as the specific experience, qualifications, attributes and skills that led our Board to the conclusion that the director should be nominated to serve on our Board in light of our business, are set forth below:

Name Age Position J. Tim Arnoult ...... 69 Class II Director Dennis F. Lynch ...... 69 Class II Director Juli C. Spottiswood ...... 51 Class II Director J. Tim Arnoult has served as a director of our company since January 2008. Mr. Arnoult provides over 30 years of banking, payments and information technology experience to our Board. From 1979 to 2006, Mr. Arnoult served in various positions at Bank of America, N.A., including President of Global Treasury Services in 2005 and 2006, President of Global Technology and Operations from 2000 to 2005, President of Central U.S. Consumer and Commercial Banking from 1996 to 2000, and President of Private Banking from 1992 to 1996. Mr. Arnoult also serves on the board of directors of Stellus Capital Investment Corporation and AgileCraft, LLC. Mr. Arnoult is experienced in the integration of complex mergers including NationsBank and Bank of America in 1998 and Bank of America and Fleet Boston in 2004. Since 2006 Mr. Arnoult has worked as a consultant and corporate director. Mr. Arnoult holds a Bachelor of Arts and Masters of Business Administration degrees from the University of Texas at Austin.

7 Mr. Arnoult has experience serving as a director for public and private companies as well as significant nonprofit and industry association boards, including the board of Visa USA. We believe Mr. Arnoult’s broad financial services background, including international responsibilities, past directorship experience and active community involvement make him well-qualified to serve on our Board, as Chair of our Nominating & Governance Committee, on our Audit Committee and on our Finance Committee. Dennis F. Lynch has served as a director of our company since January 2008 and Chair of our Board since November 2010. Mr. Lynch has over 30 years of experience in the payments industry and has led the introduction and growth of various card products and payment solutions. Mr. Lynch is currently a director on the board of Fiserv, Inc. (NASDAQ:FISV), a global technology provider to banks, credit unions, lenders and investment firms (‘‘Fiserv’’). Mr. Lynch is also currently a director and was previously the chairperson (from 2009 through 2011) of the Secure Remote Payments Council, a cross-industry group dedicated to accelerating more secure methods of conducting consumer payments in the internet/mobile marketplace. From 2005 to 2008, Mr. Lynch served as Chair and Chief Executive Officer of RightPath Payments Inc., a company providing business-to-business payments via the internet. From 1994 to 2004, Mr. Lynch served in various positions with NYCE Corporation, including serving as President and Chief Executive Officer from 1996 to 2004, and as a director from 1992 to 2004. Prior to joining NYCE Corporation, Mr. Lynch served in a variety of information technology and products roles, ultimately managing Fleet Boston’s consumer payments portfolio. Mr. Lynch has served on a number of boards, including the board of Open Solutions, Inc., a publicly-traded company delivering core banking products to the financial services market, from 2005 to 2007. Mr. Lynch was also a founding director of YANKEE24 Network, an electronic payments network serving the New England region and served as its Chair from 1988 to 1990. Additionally, Mr. Lynch has served on the Executive Committee and the board of the Electronic Funds Transfer Association. Mr. Lynch received his Bachelors and Masters degrees from the University of Rhode Island. Mr. Lynch’s extensive experience in the payment industry and his leading role in the introduction and growth of various card products and payment solutions make him a valuable asset to our Board. We leverage Mr. Lynch’s knowledge of card products and payment solutions in developing our strategies for capitalizing on the proliferation of prepaid debit cards. Additionally, Mr. Lynch’s service on a number of corporate boards and his experience as the Chief Executive Officer of NYCE Corporation, provide him with the background and leadership skills necessary to serve as Chair of our Board and as a member of our Nominating & Governance Committee and our Finance Committee. Juli C. Spottiswood has served as a director of our company since May 2011. From October 2014 to July 2015, Ms. Spottiswood served as Senior Vice President of Blackhawk Network Holdings Inc. (NASDAQ: HAWK), a leading prepaid and payments network (‘‘Blackhawk’’), and General Manager of Blackhawk Engagement Solutions (‘‘BES’’), a division of Blackhawk. BES provides customized engagement and incentive programs for consumers, employees and sales channels. She was previously an Independent Advisor to Blackhawk. Ms. Spottiswood was also previously President, Chief Executive Officer and a member of the board at Parago, Inc., a marketing services company, which was sold in October 2014 to Blackhawk. Ms. Spottiswood co-founded Parago in 1999, originally serving as the company’s Chief Financial Officer. Ms. Spottiswood also brings to our Board significant experience within the prepaid card industry; previously serving as a board member and treasurer of the Network Branded Prepaid Card Association, a nonprofit association formed to promote the use of prepaid cards as an alternative payment vehicle. In October 2017, Ms. Spottiswood joined a newly formed private equity backed holding company—Syncapay, Inc. as Chair & CEO. Syncapay’s mission is to acquire and consolidate high-growth, leading edge payments companies. In 2009, Ms. Spottiswood was the recipient of the Ernst & Young Entrepreneur of the Year award in the Southwest region. Ms. Spottiswood holds a Bachelors of Business Administration in Accounting from the University of Texas.

8 Ms. Spottiswood has expansive business and financial services experience, which includes experience as an accountant with Arthur Andersen. Her knowledge of the payment industry and innovation makes her a well-qualified asset to our Board, to our Finance Committee and as Chair of our Audit Committee.

Recommendation and Required Vote Each proposed director will be elected if a simple majority of votes cast at the Annual Meeting (whether in person or by proxy) for or against the proposed director are cast in favor of the proposed director to serve as a Class II director. Our Board believes that the re-election of each Class II director nominee identified above is advisable and in the best interests of Cardtronics and our shareholders. ACCORDINGLY, OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE ‘‘FOR’’ EACH OF THE CLASS II DIRECTOR NOMINEES IDENTIFIED ABOVE. * * *

Continuing Directors In addition to the Class II directors to be elected at the Annual Meeting, the directors who will continue to serve on our Board after the Annual Meeting, their ages as of the Annual Meeting date, positions with Cardtronics, as well as the specific experience, qualifications, attributes and skills that led our Board to the conclusion that the director should serve on our Board in light of our business are set forth below:

Name Age Position Jorge M. Diaz ...... 53 Class I Director G. Patrick Phillips ...... 68 Class I Director Julie Gardner ...... 60 Class III Director Edward H. West ...... 51 Class III Director Mark Rossi ...... 61 Class III Director Jorge M. Diaz has served as a director of our company since December 2004. Mr. Diaz has served as vice chair of strategy and business development of Fiserv since February 2017, where he supports the billings and payments group, and had previously held the position of Division President and Chief Executive Officer of Fiserv Output Solutions, a division of Fiserv. In January 1985, Mr. Diaz co-founded National Embossing Company, which he sold to Fiserv in April 1994. Mr. Diaz serves as a director for the local chapter of the Boys and Girls Club, a national non-profit organization. Mr. Diaz’ extensive experience in the electronic funds transfer processing industry, as well as his long-standing association with our company, makes him uniquely qualified to serve on our Board, our Compensation Committee and our Nominating & Governance Committee. G. Patrick Phillips has served as a director of our company since February 2010. Mr. Phillips retired from Bank of America in 2008, after a 35-year career, most recently serving as President of Bank of America’s Premier Banking and Investments group from August 2005 to March 2008. During his tenure at Bank of America, Mr. Phillips led a variety of consumer, commercial, wealth management and technology businesses. Mr. Phillips also serves on the board of directors of USAA Federal Savings Bank (‘‘USAA FSB’’) where he served as Chair of the Finance and Audit Committee and Chair of the Compensation Committee through March 2018 and now serves as Chair of the Risk Committee. He also is Chair of the board of Novant Health, a non-profit healthcare company operating in North Carolina, South Carolina, Georgia and Virginia. In addition, Mr. Phillips serves as an adviser to the financial services practice of Bain & Company, a global management consulting firm. Mr. Phillips previously served as a director of Visa USA and Visa International from 1990 to 2005 and 1995 to 2005, respectively. Mr. Phillips received a Masters of Business Administration from the Darden School of Business at the University of Virginia in 1973 and graduated from Presbyterian College in Clinton, South Carolina in 1971.

9 Mr. Phillips’ extensive experience in the banking industry and the electronic payments industry makes him uniquely qualified to serve on our Board, our Audit Committee and as Chair of our Compensation Committee. Julie Gardner has served as a director of our company since October 2013. Ms. Gardner has over 25 years of marketing experience in the retail industry and was cited by Forbes in 2012, as the 11th most influential Chief Marketing Officer in the world. Ms. Gardner currently serves as the North American Chairwoman of the Bonial International Group’s Advisory Board. Ms. Gardner retired from her retail career in 2012, after most recently serving as Executive Vice President and Chief Marketing Officer for Kohl’s Department Stores. During her 14 year tenure at Kohl’s, 887 new stores were opened and 25 new brands were launched to the portfolio of private, exclusive and national brands. She has been credited for the successful launch of numerous exclusive brands including Simply Vera Wang, Elle, Food Network, Chaps, Dana Buchman, Candies, Lauren Conrad, Jennifer Lopez and Tony Hawk. While at Kohl’s, Ms. Gardner created the Kohl’s Cares program, the first philanthropic strategy for the company, which raised over $200 million between 2000 and 2012 for children’s health and educational programs, and lead the funding and development of the TED educational program with the TED organization. From 1985 to 1999, Ms. Gardner served in a number of positions for Eckerd Corporation, a retail drug store company operating over 3,000 stores in the Southeast and Southwest, serving as Chief Marketing Officer from 1994 to 1999. Prior to joining Eckerd Corporation, Ms. Gardner served in Account Management with two advertising firms. Her vast success has led to numerous awards, including 20 Addy Awards, 30 RACie awards and an Emmy Award from the Arts and Sciences. Ms. Gardner has expansive marketing and advertising experience in the retail industry and we believe her experience and her background with rapid business expansion, as well as her insights with drugstore chains, a key retailer constituent of Cardtronics, make her well-qualified to serve on our Board, our Nominating & Governance Committee and our Compensation Committee. Edward H. West has served as our Chief Executive Officer since January 1, 2018. Mr. West joined Cardtronics in January 2016 and became our Chief Financial Officer, replacing J. Chris Brewster, our former Chief Financial Officer, effective February 23, 2016. In July 2016, Mr. West also assumed the role of Chief Operations Officer. Prior to joining Cardtronics, Mr. West served as President and Chief Executive Officer of Education Management Corporation, joining that company initially as Chief Financial Officer in 2006. Prior to 2006, Mr. West held various executive positions within Internet Capital Group, including serving as Chief Executive Officer of ICG Commerce, the largest subsidiary of the group from 2002-2006. Prior to his time at Internet Capital Group, Mr. West served as Chief Financial Officer for Delta Air Lines. Mr. West began his career as a banker at SunTrust. Mr. West received a BBA in Finance from Emory University. Mr. West’s current position as our Chief Executive Officer enables him to bring invaluable operational, financial, regulatory and governance insights to our Board; and his considerable role in the management of our company enables him to continually educate and advise our Board on our business, industry and related opportunities and challenges. Mark Rossi has served as a director of our company since November 2010. Mr. Rossi is a founder and Senior Managing Director of Cornerstone Equity Investors, L.L.C. (‘‘Cornerstone’’), a Connecticut based private equity firm with a particular emphasis on technology and telecommunications, health care services and products and business services. Prior to the formation of Cornerstone in 1996, Mr. Rossi was President of Prudential Equity Investors, Inc., the private equity arm of Prudential Insurance Company of America. Mr. Rossi’s industry focus is on business services and technology companies. After graduating with highest honors from Saint Vincent College in 1978 with a Bachelor of Arts Degree in Economics, Mr. Rossi earned a Master of Business Administration Degree from the J.L. Kellogg School of Management at Northwestern University where he was an F.C. Austin Scholar.

10 Mr. Rossi has extensive financial services experience, is a member of the board of directors of several companies and previously served as Chair of the board of directors of Maxwell Technologies Inc. (NASDAQ: MXWL), which makes him well-qualified to serve on our Board, our Audit Committee, our Compensation Committee and as Chair of our Finance Committee.

PROPOSAL 2: AN ORDINARY RESOLUTION TO RATIFY THE SELECTION OF KPMG LLP (U.S.) AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Our Audit Committee has selected KPMG LLP (U.S.) as our U.S. independent registered public accounting firm to conduct our audit for the year ending December 31, 2018. We engaged KPMG LLP (U.S.) to serve as our U.S. independent registered public accounting firm and to audit our consolidated financial statements beginning with the fiscal year ended December 31, 2001. The engagement of KPMG LLP (U.S.) for the fiscal year ending December 31, 2018 has been approved by our Audit Committee. Our Audit Committee has reviewed and discussed the audited consolidated financial statements included in our Annual Report on Form 10-K and has approved their inclusion therein. See ‘‘Audit Matters—Report of our Audit Committee’’ for more details. Although shareholder ratification of the selection of KPMG LLP (U.S.) is not required, our Audit Committee considers it desirable for our shareholders to vote upon this selection. If the selection is not ratified, our Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, our Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it believes that such a change would be in the best interests of Cardtronics and our shareholders. A representative of KPMG LLP (U.S.) is expected to be present at the Annual Meeting and will have an opportunity to make a statement if the representative desires to do so and will be available to respond to appropriate questions from shareholders at the Annual Meeting. * * *

Recommendation and Required Vote The proposal will be approved if a simple majority of votes cast at the Annual Meeting (whether in person or by proxy) for or against a resolution are cast in favor of the resolution. Our Board believes that the ratification of the selection of KPMG LLP (U.S.) as our U.S. independent registered public accounting firm for the fiscal year ending December 31, 2018 is advisable and in the best interests of Cardtronics and our shareholders. ACCORDINGLY, OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE ‘‘FOR’’ THE RATIFICATION OF THE SELECTION OF KPMG LLP (U.S.) AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

PROPOSAL 3: AN ORDINARY RESOLUTION TO RE-APPOINT KPMG LLP (U.K.) AS OUR U.K. STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 In accordance with the U.K. Companies Act 2006, our U.K. statutory auditors must be re-appointed at each meeting at which the U.K. Annual Reports and Accounts are presented to our shareholders. KPMG LLP (U.K.) has served as Cardtronics’ U.K. statutory auditors since June 29, 2016. If this proposal is not approved by our shareholders at the Annual Meeting, our Board may appoint auditors to fill the vacancy.

11 Recommendation and Required Vote The proposal will be approved if a simple majority of votes cast at the Annual Meeting (whether in person or by proxy) for or against a resolution are cast in favor of the resolution. Our Board believes, following a recommendation to this effect by our Audit Committee, that the re-appointment of KPMG LLP (U.K.) as Cardtronics’ U.K. statutory auditors is advisable and in the best interests of Cardtronics and our shareholders. ACCORDINGLY, OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE ‘‘FOR’’ THE RE-APPOINTMENT OF KPMG LLP (U.K.) AS OUR U.K. STATUTORY AUDITORS TO HOLD OFFICE FROM THE CONCLUSION OF THE ANNUAL MEETING UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH THE U.K. ANNUAL REPORTS AND ACCOUNTS ARE PRESENTED TO OUR SHAREHOLDERS. * * *

PROPOSAL 4: AN ORDINARY RESOLUTION TO AUTHORIZE OUR AUDIT COMMITTEE TO DETERMINE OUR U.K. STATUTORY AUDITORS’ REMUNERATION In accordance with the U.K. Companies Act 2006, the remuneration of our U.K. statutory auditors must be fixed in a general meeting of shareholders or in such manner as may be determined in a general meeting of shareholders. We are asking our shareholders to authorize our Audit Committee to determine the remuneration of KPMG LLP (U.K.) in its capacity as Cardtronics’ U.K. statutory auditors under the U.K. Companies Act 2006 in accordance with our Audit Committee’s procedures and applicable law.

Recommendation and Required Vote The proposal will be approved if a simple majority of votes cast at the Annual Meeting (whether in person or by proxy) for or against a resolution are cast in favor of the resolution. Our Board believes that authorizing our Audit Committee to determine the remuneration of KPMG LLP (U.K.) as Cardtronics’ U.K. statutory auditors is advisable and in the best interests of Cardtronics and our shareholders. ACCORDINGLY, OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE ‘‘FOR’’ THE AUTHORIZATION OF OUR AUDIT COMMITTEE TO DETERMINE OUR U.K. STATUTORY AUDITORS’ REMUNERATION. * * *

PROPOSAL 5: AN ORDINARY RESOLUTION OF A NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), we are asking shareholders to approve, on an advisory basis, the compensation of our Named Executive Officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC.

Delivering on our Executive Compensation Program Key Objectives The primary objectives of our executive compensation program are to attract, retain and motivate qualified individuals who are capable of leading our company to meet its business objectives and to increase overall shareholder value. To do so, our compensation program aligns the interests of management with those of our investors, creates incentives for, and rewards performances of the individuals based on our overall success and the achievement of financial objectives. Specifically, our compensation program provides management with

12 the incentive to achieve or maximize certain company-level performance measures. Each year, based upon the expected circumstances and conditions confronting us for that year, our Compensation Committee selects performance metrics that it believes will produce the best return for our shareholders given the then-current conditions. For a discussion of 2017 compensation decisions, see the ‘‘Compensation Discussion and Analysis’’ section of this proxy statement.

Overview of Compensation Program Governance Practices We endeavor to maintain strong governance standards in the oversight of our executive compensation programs, including the following policies and practices that were in effect during 2017: • Performance-based compensation arrangements, including performance-based equity awards that use select performance measures intended to drive shareholder value represents a significant portion of the overall compensation opportunity. • No excise tax gross-ups or executive-only perquisites such as company cars, security systems or financial planning. • A compensation clawback policy that entitles the Board of Directors to seek recoupment from participants in the 2007 Long Term Incentive Plan and Cash Incentive Plan for a portion of their awards if financials are restated resulting in a lesser payout or for their entire awards if they are involved in fraud or misconduct leading to the restatement. • A share ownership policy that generally requires executive officers and directors to hold shares until the requisite ownership threshold is satisfied. • Prohibition on repricing of stock options and stock appreciation rights without shareholder approval. • Annual advisory shareholder vote to approve the Company’s executive compensation. • The direct retention by the Compensation Committee of its independent compensation consultant, Meridian Compensation Partners, which performs no other consulting or other services for the Company.

Advisory Say on Pay Proposal We urge shareholders to read the ‘‘Compensation Discussion and Analysis’’ section of this proxy statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table for the year ended December 31, 2017 and other related compensation tables and narrative discussions, which provide detailed information of the compensation of our Named Executive Officers. Our Compensation Committee believes that the policies and procedures articulated in the ‘‘Compensation Discussion and Analysis’’ section of this proxy statement are effective in achieving our goals and that the compensation of our Named Executive Officers reported in this proxy statement help position us for long-term success. In accordance with Section 14A of the Exchange Act, and as a matter of good corporate governance in recognition that executive compensation is an important matter for our shareholders, we are asking shareholders to adopt the following advisory resolution at the Annual Meeting: RESOLVED, that the shareholders of Cardtronics approve, on an advisory basis, the compensation of Cardtronics’ Named Executive Officers as disclosed in the proxy statement for the 2018 Annual General Meeting of Shareholders of Cardtronics pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion.

13 Although the vote is non-binding and is not meant to address any particular element of our executives’ compensation arrangements, our Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.

Recommendation and Required Vote The affirmative vote of the holders of a majority of our issued and outstanding shares, entitled to vote and represented in person or by proxy at the Annual Meeting, is required to approve this proposal. Our Board believes that approving Named Executive Officer compensation is advisable and in the best interests of Cardtronics and our shareholders. ACCORDINGLY, OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE ‘‘FOR’’ THE APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION. * * *

PROPOSAL 6: AN ORDINARY RESOLUTION OF A NON-BINDING ADVISORY VOTE TO APPROVE THE DIRECTORS’ REMUNERATION REPORT In accordance with Section 439 of the U.K. Companies Act 2006, shareholders are voting to approve, on an advisory basis, the directors’ remuneration report. The report sets out the remuneration that has been paid to each person who has served as a director of Cardtronics at any time during the fiscal year ended December 31, 2017. In accordance with the U.K. Companies Act 2006, the directors’ remuneration report has been approved by and signed on behalf of our Board, and the remuneration report will be delivered to the Registrar of Companies in the United Kingdom following the Annual Meeting. We encourage shareholders to read the directors’ remuneration report as set forth in Annex A to this proxy statement. This advisory vote is not binding on our Board or our Compensation Committee. A vote against this proposal will not overrule any decisions made by our Board or our Compensation Committee, or require our Board or our Compensation Committee to take any action with respect to the remuneration decisions set out therein. However, we will take into account the outcome of the vote when considering future director compensation decisions.

Recommendation and Required Vote The proposal will be approved if a simple majority of votes cast at the Annual Meeting (whether in person or by proxy) for or against a resolution are cast in favor of the resolution. Our Board believes that the adoption of the ordinary resolution approving the directors’ remuneration report is advisable and in the best interests of Cardtronics and our shareholders. ACCORDINGLY, OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE ‘‘FOR’’ THE APPROVAL OF THE DIRECTORS’ REMUNERATION REPORT. * * *

PROPOSAL 7: AN ORDINARY RESOLUTION TO RECEIVE OUR U.K. ANNUAL REPORTS AND ACCOUNTS In accordance with the U.K. Companies Act 2006, our Board is required to present our audited U.K. statutory accounts, together with the directors’ report, the strategic report, the directors’ remuneration report and the auditors’ report for the fiscal year ended December 31, 2017, to the shareholders at the Annual Meeting. We will propose an ordinary resolution for the shareholders at the Annual Meeting to

14 receive our U.K. Annual Reports and Accounts and to ask questions of the representative of KPMG LLP (U.K.) in attendance at the Annual Meeting.

Recommendation and Required Vote The proposal will be approved if a simple majority of votes cast (whether in person or by proxy) for or against a resolution are cast in favor of the resolution. Our Board believes that receiving our U.K. Annual Reports and Accounts is advisable and in the best interests of Cardtronics and our shareholders. ACCORDINGLY, OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE ‘‘FOR’’ THE RECEIPT OF OUR U.K. ANNUAL REPORTS AND ACCOUNTS. * * *

15 CORPORATE GOVERNANCE Our Governance Practices Commitment to Good Corporate Governance We are committed to good corporate governance. Our Board has adopted several governance documents, which include our Corporate Governance Principles, Code of Business Conduct and Ethics, Financial Code of Ethics, Related Persons Transactions Policy, Whistleblower Policy and charters for each standing committee of our Board. Each of these documents is available on our website at www.cardtronics.com and you may also request a copy of each document at no cost by writing (or by telephoning) the following: Cardtronics plc, Attention: Company Secretary, 3250 Briarpark Drive, Suite 400, Houston, Texas 77042, or by telephone at (832) 308-4518.

Key Corporate Governance Highlights • Non-executive, independent Chair of the Board • All directors are independent, other than the CEO • Board’s four committees are fully independent and meet regularly • Executive sessions held in conjunction with each quarterly Board meeting • Majority vote for directors in uncontested elections • No supermajority shareholder approval requirements • We have two ‘‘audit committee financial experts’’ on our Audit Committee • Directors must notify Nominating & Governance Committee prior to joining another public company Board • Board of Directors and committees have the authority to retain independent advisors • Board of Directors and committees conduct performance reviews annually • Stock ownership and retention guidelines for directors and executive officers • Related-person transactions approval policy regarding the review, approval and ratification by our Audit Committee • Insider trading policy prohibits hedging and pledging transactions in our shares

Code of Ethics Our Board has adopted a Code of Business Conduct and Ethics (‘‘Code of Ethics’’) for our directors, officers and employees. In addition, our Board has adopted a Financial Code of Ethics for our principal executive officer, principal financial officer, principal accounting officer, and other accounting and finance officers. We intend to disclose any amendments to or waivers of these codes on behalf of our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller and persons performing similar functions, on our website at www.cardtronics.com promptly following the date of any amendment or waiver.

Our Board Board Composition Our Board is currently comprised of nine directors divided into three classes, with one class elected at each annual general meeting of shareholders to serve for a three-year term. The term of our Class I

16 directors expires in 2020, the term of our Class II directors expires in 2018 and the term of our Class III directors expires in 2019. Each director holds his or her office until a successor is duly elected and qualified or until the earlier of his or her death, resignation, retirement or removal. Our Class I directors are Jorge M. Diaz and G. Patrick Phillips; our Class II directors are J. Tim Arnoult, Dennis F. Lynch and Juli C. Spottiswood; and our Class III directors are Edward H. West, Julie Gardner and Mark Rossi. Our Board currently has one vacant director position. The Board is focused on Board succession planning and is currently conducting a search process. Our Nominating & Governance Committee considers and makes recommendations to our Board concerning the appropriate size and needs of our Board and considers candidates to fill new positions created by expansion or vacancies that occur by resignation, retirement or any other reason.

Director Independence As required under the listing standards of NASDAQ, a majority of the members of our Board must qualify as ‘‘independent,’’ as affirmatively determined by our Board. Our Nominating & Governance Committee assesses the independence of each director and each prospective director and recommends to the full Board for its determination of whether or not each director and each prospective director is independent. Based on the evaluation of all relevant transactions or relationships between each director, or any of his or her family members, and our Company, senior management, U.S. independent registered accounting firm and U.K. statutory auditors, the Board has determined that all of our directors are independent under the applicable standards set forth by NASDAQ and the SEC, with the exception of Mr. West, our Chief Executive Officer. In making these independence determinations, our Nominating & Governance Committee reviewed, and presented to the Board to consider, the following relationships and transactions, which the Board found did not affect the independence of the applicable directors: • Jorge M. Diaz. Mr. Diaz is vice chair of strategy and business development in the billing and payments group at Fiserv, which is one of our ATM transaction processing vendors. The amounts paid to Fiserv for the years ended December 31, 2015, 2016 and 2017 did not exceed the NASDAQ independence thresholds. • Dennis F. Lynch. Mr. Lynch, the chair of our Board, is a director of Fiserv. As noted above, we have a business relationship with Fiserv. • G. Patrick Phillips. Mr. Phillips serves on the board of directors of USAA FSB where he served as Chair of the Finance and Audit Committee through March 2018 and now serves as Chair of the Risk Committee. USAA FSB is one of many financial institutions that brand our ATMs and is a customer of our Allpoint network.

Board Leadership Structure Our Board has determined that having a non-executive director serve as Chair of our Board is in the best interest of our shareholders at this time. Our Chief Executive Officer is responsible for setting our strategic direction and providing us day-to-day leadership, while the Chair of our Board provides guidance to our Chief Executive Officer and sets the agenda for Board meetings and presides over meetings of the full Board as well as the executive sessions of independent directors. We believe this structure ensures a greater role for the non-executive directors in the oversight of our company and active participation of the non-executive directors in setting agendas and establishing priorities and procedures for the work of our Board.

17 Role in Risk Oversight Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including economic and regulatory risks, and others, such as the impact of competition, change in consumer behavior, and technological changes. Management is responsible for the day-to-day management of risks our company faces, while our Board, as a whole and through its committees, has the responsibility for the oversight of risk management. In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Our Board believes that establishing the right ‘‘tone at the top’’ and that full and open communication between management and our Board are essential for effective risk management and oversight. Our Chair has regular discussions with our Chief Executive Officer and other executive officers to discuss strategy and risks facing us, and our Board is regularly updated by our management on strategic matters involving our operations. While our Board is ultimately responsible for risk oversight, each of our Board committees assists our Board in fulfilling its oversight responsibilities in certain areas of risk. Our Audit Committee assists our Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements, and, in accordance with NASDAQ listing standards, discusses policies with respect to risk assessment and risk management. Our Compensation Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs as described in more detail in ‘‘Compensation Discussion and Analysis’’ below. Our Nominating & Governance Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership and structure, succession planning for our directors and executive officers, and corporate governance. Our Finance Committee assists our Board in fulfilling its oversight responsibilities with respect to our capital structure, interest rate risk management and insurance policies and coverage.

Meetings Meetings. Our Board held a total of nine meetings (four quarterly and five special meetings) during the year ended December 31, 2017. During 2017, each director attended at least 75% of the aggregate of the total number of meetings of our Board and the total number of meetings held by all Board committees on which such person served. Executive Sessions; Presiding Director. According to our Corporate Governance Principles, our independent directors must meet in executive session at each quarterly meeting. The Chair of our Board presides at these meetings and is responsible for preparing an agenda for these executive sessions. Annual Meeting Attendance. Seven of our eight directors attended our 2017 annual meeting held on May 10, 2017. We do not have a formal policy regarding director attendance at annual meetings. However, our directors are expected to attend all Board and committee meetings, as applicable, and to meet as frequently as necessary to properly discharge their responsibilities.

Limitation on Public Company Board Service Members of our Audit Committee are prohibited from serving on audit committees of more than two other public companies. In addition, our Board monitors the number of public company boards on which each director serves and develops limitations on such service as appropriate to ensure the ability of each director to fulfill his or her duties, as required by applicable securities laws and NASDAQ listing standards.

18 Board and Committee Self-Evaluation Our Board and each standing committee of our Board conduct an annual self-evaluation to determine whether they are functioning effectively. Our Nominating & Governance Committee leads our Board’s self-evaluation effort by conducting an annual evaluation of our Board’s performance. Similarly, each committee reviews the results of its evaluation to determine whether any changes need to be made to the committee or its procedures.

Director Selection and Nomination Process Our Nominating & Governance Committee is responsible for establishing criteria for selecting new directors and actively seeking individuals to become directors for recommendation to our Board. In addition to having a proven track record of high business ethics and integrity, the present criteria for director qualifications include: (i) possessing the qualifications of an ‘‘independent’’ director in accordance with applicable NASDAQ listing rules; (ii) capacity to devote sufficient time to learn and understand our marketplace and industry and to prepare for and attend our meetings; (iii) commitment to enhancing shareholder value; (iv) ability to develop productive working relationships with other board members and management; (v) demonstrated skills, background and competencies that complement and add diversity to our Board; and (vi) possessing demonstrated experience in international business. Our Nominating & Governance Committee does not require that a successful candidate possess each and every criteria. Our Board values diversity as a factor in selecting nominees to serve on our Board, and believes that the diversity which exists in its composition provides significant benefit to our Board and Cardtronics. Therefore, there is no specific policy, our Nominating & Governance Committee considers diversity as part of its criteria in selecting nominees for directors. Such considerations may include gender, race, national origin, functional background, executive or professional experience and international business experience. Our Nominating & Governance Committee may consider candidates for our Board from any reasonable source, including from a search firm engaged by our Nominating & Governance Committee or shareholder recommendations, provided that the procedures set forth below are followed. Our Nominating & Governance Committee does not intend to alter the manner in which it evaluates candidates based on whether the candidate is recommended by a shareholder or not. However, in evaluating a candidate’s relevant business experience, our Nominating & Governance Committee may consider previous experience as a member of our Board. Any invitation to join our Board must be extended by our Board. Shareholders may recommend potential candidates to our Board by sending a written request to our Company Secretary, in accordance with our Articles of Association, Aimie Killeen, at 3250 Briarpark Drive, Suite 400, Houston, Texas 77042. The requirements and procedures for shareholder recommendations are described in the section entitled ‘‘Proposals for the 2019 Annual General Meeting of Shareholders’’. From time to time, our Nominating & Governance Committee may request additional information from the nominee or the nominating shareholder.

Committees of Our Board General Board Committees. Our Board currently has four standing committees: an Audit Committee, a Compensation Committee, a Nominating & Governance Committee and a Finance Committee. Each committee is comprised of independent directors as currently required under the applicable SEC’s rules and regulations and NASDAQ listing standards, and each committee is governed by a written charter

19 approved by our Board. These charters form an integral part of our corporate governance policies, and a copy of each charter is available on our website at www.cardtronics.com. The table below provides the current composition of each committee of our Board:

Nominating & Audit Compensation Governance Finance Name Committee Committee Committee Committee J. Tim Arnoult ...... X X* X Jorge M. Diaz ...... X X Julie Gardner ...... X X Dennis F. Lynch ...... X X G. Patrick Phillips ...... X X* Edward H. West ...... Mark Rossi ...... X X X* Juli C. Spottiswood ...... X* X

* Committee Chair. Audit Committee. Our Audit Committee is comprised entirely of directors who satisfy the standards of independence established under the applicable SEC rules and regulations, NASDAQ listing standards and our Corporate Governance Principles. In addition, each member of our Audit Committee satisfies the financial literacy requirements of NASDAQ listing standards. Ms. Spottiswood (our Chair) and Mr. Phillips each qualify as an ‘‘audit committee financial expert’’ within the meaning of the SEC’s rules and regulations. Our Audit Committee is appointed by our Board to: • assist our Board in fulfilling its oversight responsibilities with respect to our accounting and financial reporting process (including management’s development and maintenance of a system of internal accounting and financial reporting controls) and audits of our financial statements; • assist our Board in overseeing the integrity of our financial statements; • assist our Board in overseeing our compliance with legal and regulatory requirements; • assist our Board in overseeing the qualifications, independence and performance of both our U.S. independent registered public accounting firm and the independent U.K. auditor firm engaged to act as Cardtronics’ U.K. statutory auditors, in each case, engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services; • assist our Board in overseeing the effectiveness and performance of our internal audit function; • prepare the Annual Audit Committee Report for inclusion in our proxy statement for our annual general meeting of shareholders; and • perform such other functions as our Board may assign to Our Audit Committee from time to time. The Report of our Audit Committee is set forth under ‘‘Audit Matters—Report of our Audit Committee’’ below. Our Audit Committee held eight meetings during the fiscal year ended December 31, 2017. Compensation Committee. Our Compensation Committee is comprised entirely of directors who satisfy the standards of independence established under the applicable SEC rules and regulations, NASDAQ listing standards and our Corporate Governance Principles.

20 Pursuant to its charter, the purposes of our Compensation Committee are to: • oversee the responsibilities of our Board relating to compensation of our directors and executive officers; • produce the annual Compensation Committee Report for inclusion in our proxy statement and Annual Report on Form 10-K, as applicable, in accordance with applicable rules and regulations; and • design, recommend and evaluate our director and executive compensation plans, policies and programs. In addition, our Compensation Committee works with our executive officers, including our Chief Executive Officer, to implement and promote our executive compensation strategy. See ‘‘Compensation Discussion and Analysis’’ and ‘‘Executive Compensation’’ for additional information on our Compensation Committee’s processes and procedures for the consideration and determination of executive compensation and ‘‘Director Compensation’’ for additional information on its consideration and determination of director compensation. Pursuant to its charter, our Compensation Committee has the sole authority, at our expense, to retain, terminate and approve the fees and other retention terms of outside consultants to advise our Compensation Committee in connection with the exercise of its powers and responsibilities. The Report of our Compensation Committee is set forth under ‘‘Compensation Committee Report’’ below. Our Compensation Committee held eight meetings during the fiscal year ended December 31, 2017. Nominating & Governance Committee. Our Nominating & Governance Committee identifies individuals qualified to become members of our Board, makes recommendations to our Board regarding director nominees for the next annual general meeting of shareholders and develops and recommends corporate governance principles to our Board. Our Nominating & Governance Committee, in its business judgment, has determined that it is comprised entirely of directors who satisfy the applicable standards of independence established under the SEC’s rules and regulations, NASDAQ listing standards and our Corporate Governance Principles. For information regarding our Nominating & Governance Committee’s policies and procedures for identifying, evaluating and selecting director candidates, including candidates recommended by shareholders, see ‘‘Corporate Governance—Our Board—Director Selection and Nomination Process’’ above. The purpose of our Nominating & Governance Committee is to serve as an independent and objective body to: • assist our Board by identifying individuals qualified to become Board members and to recommend that our Board select the director nominees for election at the annual meetings of shareholders or for appointment to fill vacancies on our Board; • recommend to our Board director nominees for each committee of our Board; • advise our Board about appropriate composition of our Board and its committees; • advise our Board about and recommend to our Board appropriate corporate governance practices and to assist our Board in implementing those practices; • lead our Board in its annual review of the performance of our Board and its committees; and • perform such other functions as our Board may assign to our Nominating & Governance Committee from time to time. Our Nominating & Governance Committee held four meetings during the fiscal year ended December 31, 2017.

21 Finance Committee. Our Nominating & Governance Committee, in its business judgment, has determined that our Finance Committee is comprised entirely of directors who satisfy the applicable standards of independence established under NASDAQ listing standards and our Corporate Governance Principles. To assist our Finance Committee, the following members of our management are invited to all meetings: Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Treasurer. Our Finance Committee assists our management with respect to corporate insurance programs, derivative arrangements, significant financing arrangements and investment decisions, reviewing and approving certain acquisitions/investments above management’s approval level and the development and oversight of a comprehensive plan to mitigate interest rate exposure. Accordingly, our Finance Committee will review and recommend to our Board an Interest Rate Risk Management Policy and any changes thereto at least annually. Our Finance Committee held four meetings during the fiscal year ended December 31, 2017.

SHARE OWNERSHIP MATTERS Communications from Shareholders and Interested Parties Our Board welcomes communications from our shareholders and other interested parties. Shareholders and any other interested parties may send communications to our Board, any committee of our Board, the Chair of our Board or any director in particular to: c/o Cardtronics plc, 3250 Briarpark Drive, Suite 400, Houston, Texas 77042, Attention: Company Secretary. Our Company Secretary (or any successor to the duties thereof) will review each such communication received from shareholders and other interested parties and will forward the communication, as expeditiously as reasonably practicable, to the addressees if: (i) the communication complies with the requirements of any applicable policy adopted by us relating to the subject matter of the communication; and (ii) the communication falls within the scope of matters generally considered by our Board. To the extent the subject matter of a communication relates to matters that have been delegated to a committee of our Board to or to an executive officer, our Company Secretary may forward such communication to the executive or the chair of the committee to which such matter has been delegated. The acceptance and forwarding of communications to the members of our Board or an executive officer does not imply or create any fiduciary duty of our Board members or executive officer to the person submitting the communications.

Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our executive officers, directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC. Such executive officers, directors and 10% shareholders are also required by securities laws to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of copies of these reports, or written representations from reporting persons, we believe that during the year ended December 31, 2017, our executive officers, directors and persons who own more than 10% of a registered class of our equity securities filed under Section 16(a) on a timely basis under Section 16(a) except for the following late filings: Form 4 filings to report awards of performance-based RSUs granted on March 8, 2017 were filed two days late for the following directors and officers: Jonathan Simpson-Dent, David Dove Walker, Edward West, Steven Rathgaber, E. Brad Conrad, Rick Updyke, Gerardo Garcia, J. Tim Arnoult, Jorge Diaz, Julie Gardner, Dennis Lynch, Patrick Phillips, Mark Rossi and Juli Spottiswood. Form 4 filings for Steven Rathgaber and Edward West to report RSU grants made on March 31, 2017 and for Roger Craig to report RSU vestings on March 31, 2017 were filed one day late. Finally, Form 3 filings for Timothy Halford and Aimie Killeen were filed two and six days late, respectively.

22 Securities Authorized for Issuance under Equity Compensation Plans The following table sets forth information as of December 31, 2017, with respect to the compensation plans under which our equity awards are authorized for issuance, aggregated as follows:

Number of Securities to be Weighted- Number of Securities Issued Upon Average Remaining Available for Exercise of Exercise Price of Future Issuance Under Outstanding Outstanding Equity Compensation Options, Options, Plans (Excluding Warrants and Warrants and Securities Reflected in Plan Category Rights Rights Column (a)) (a) (b) (c) Equity compensation plans approved by security holders(1) ...... 1,250 $9.69 4,824,889 Total...... 1,250 $9.69 4,824,889

(1) Represents our 2007 Plan. For additional information on the terms of this plan, see ‘‘Executive Compensation—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Equity Incentive Awards—2007 Plan’’ below.

Security Ownership of Certain Beneficial Owners and Management The following table sets forth information regarding the beneficial ownership of our shares as of March 23, 2018 for: • each person known to us to be the beneficial owner of more than 5% of our shares; • each of our directors and director nominees; • each of our Named Executive Officers; and • all directors and executive officers as a group. The number of shares and the percentages of beneficial ownership are based on 45,920,908 shares outstanding as of March 23, 2018, and the number of shares owned and acquirable within 60 days of March 23, 2018 by the named person, with the exception of the amounts reported in filings on Schedule 13D and 13G, which amounts are based on holdings as of December 31, 2017, or as otherwise disclosed in such filings and reported below.

23 To our knowledge and except as indicated in the footnotes to this table and subject to applicable laws, the persons named in this table have the sole voting and investment power with respect to all shares listed as beneficially owned by them.

Shares Beneficially Percent of Shares Name and Address of Beneficial Owners(1)(2) Owned(3) Beneficially Owned 5% Shareholders: Hudson Executive Capital LP (4) ...... 6,324,730 13.8% BlackRock, Inc.(5) ...... 5,753,980 12.5% T. Rowe Price Associates, Inc. (6) ...... 4,231,737 9.2% The Vanguard Group, Inc. (7) ...... 4,007,676 8.7% Van Berkom & Associates Inc. (8) ...... 3,333,500 7.3% FMR LLC(9) ...... 2,410,690 5.2% Directors and Named Executive Officers: Steven A. Rathgaber ...... 319,199 0.7%* Edward H. West ...... 56,522 0.1%* Jorge M. Diaz ...... 45,892 0.1%* Mark Rossi ...... 38,924 0.1%* Dennis F. Lynch ...... 30,515 0.1%* G. Patrick Phillips ...... 24,412 0.1%* Juli C. Spottiswood ...... 19,622 0.0%* J. Tim Arnoult ...... 13,325 0.0%* Julie Gardner ...... 13,247 0.0%* Stuart Mackinnon ...... 9,323 0.0%* Brian Bailey ...... 3,466 0.0%* Dan Antilley ...... — 0.0%* Gary Ferrera ...... — 0.0%* P. Michael McCarthy ...... — 0.0%* All directors and executive officers as a group (17 persons) ...... 282,225 0.6%*

* Less than 1.0% of our outstanding shares (1) Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power of that security, including options that are currently exercisable or exercisable within 60 days of March 23, 2018, and RSUs that are currently vested or will be vested within 60 days of March 23, 2018. Shares issuable pursuant to options and RSUs are deemed outstanding for computing the percentage of the person holding such options or RSUs but are not deemed outstanding for computing the percentage of any other person. (2) The address for each Named Executive Officer and director set forth in the table, unless otherwise indicated, is c/o Cardtronics plc, 3250 Briarpark Drive, Suite 400, Houston, Texas 77042. The address of Hudson Executive Capital LP is 1185 Avenue of the Americas, 32nd Floor, New York, NY 10036. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. The address of T. Rowe Price Associates Inc. is 100 E. Pratt Street, Baltimore, MD 21202. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The address of Van Berkom & Associates Inc. is 1130 Sherbrooke Street West, Suite 1005, Montreal, Quebec H3A 2M8. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. (3) Amounts shown include shares and restricted shares beneficially owned. There are no RSUs that will vest within 60 days of March 23, 2018, and no exercisable options or unvested options that will vest within 60 days of March 23, 2018.

24 (4) As reported on the Form 4 dated February 21, 2018 and filed with the SEC on February 23, 2018, Hudson Executive Capital Management LP has shared voting and dispositive power over 6,324,730 shares. (5) As reported on Schedule 13G/A, dated as of December 31, 2017 and filed with the SEC on January 23, 2018, BlackRock, Inc. has sole voting power over 5,650,828 shares and sole dispositive power over 5,753,980 shares. (6) As reported on Schedule 13G/A, dated as of December 31, 2017 and filed with the SEC on February 14, 2018, T. Rowe Price Associates, Inc. has sole voting power over 719,473 shares and sole dispositive power over 4,231,737 shares. (7) As reported on Schedule 13G/A, dated as of December 31, 2017 and filed with the SEC on February 8, 2018, the Vanguard Group, Inc. has sole voting power over 89,338 shares, sole dispositive power over 3,915,492 shares, shared dispositive power over 92,184 shares and shared voting power over 6,500 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 85,684 of such shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 10,154 of such shares as a result of its serving as investment manager of Australian investment offerings. (8) As reported on Schedule 13G, dated as of December 31, 2017 and filed with the SEC on February 13, 2018 by Van Berkom & Associates Inc. has sole voting power over 3,333,500 shares and sole dispositive power over 3,333,500 shares. (9) As reported on Schedule 13G/A, dated as of December 31, 2017 and filed with the SEC on January 10, 2018, FMR LLC has sole voting power over 1,975 shares and sole dispositive power over 2,410,690 shares.

EXECUTIVE OFFICERS Our executive officers are appointed by our Board on an annual basis and serve until removed by our Board or their successors have been duly appointed. The following table sets forth the name, age (as per the date of the Annual Meeting) and position of each person who is currently an executive officer of Cardtronics:

Name Age Position Dan Antilley ...... 50 Chief Information Security Officer Brian Bailey ...... 46 Executive Vice President & Managing Director, North America E. Brad Conrad ...... 45 Executive Vice President—Treasurer & Interim Chief Accounting Officer Gary W. Ferrera ...... 55 Chief Financial Officer Geri House ...... 41 Chief Human Resources Officer Aimie Killeen ...... 39 General Counsel and Secretary Stuart Mackinnon ...... 46 Executive Vice President—Technology and Operations & Chief Information Officer Brad Nolan ...... 45 Executive Vice President—Global Product & Marketing Marc Terry ...... 56 Managing Director—International Edward H. West ...... 51 Chief Executive Officer There are no family relationships among any of our directors or executive officers.

25 The following biographies describe the business experience of our executive officers: Dan Antilley has served as our Chief Information Security Officer since May 30, 2017. In this role, Mr. Antilley is responsible for leading the company’s global information security and technology risk strategy program, focused on safeguarding company and customer assets, and ATM user information. Mr. Antilley has more than 20 years of information security leadership experience, including retail banking industry expertise. Most recently prior to joining Cardtronics, Mr. Antilley capped a 16+ year career at Bank of America by serving as Senior Vice President and Global Information Security Operations Executive, a role in which he directed a multi-site global team of 400 information security professionals, with an emphasis on threat and vulnerability management, malware protection and cyber forensics. Earlier in his career, Mr. Antilley served in technology roles at Genuity, Check Point Software Technologies and the Texas Department of Housing and Community Affairs. Earned over the course of his career, Mr. Antilley holds multiple patents for systems and methods related to information security risk assessment. Brian Bailey has served as our Managing Director, North America, since November 2016. Prior to joining Cardtronics, Mr. Bailey served as Vice President and General Manager for NCR Corporation’s Financial Services Division, responsible for Product Management and Marketing. At NCR, Mr. Bailey held various leadership roles in sales, marketing, and product management, including assignments in NCR’s Asia Pacific and Europe regions, all focused on the financial services industry segment. Mr. Bailey holds a Bachelor of Science degree in Finance and Marketing from the University of Dayton. E. Brad Conrad has served as our Executive Vice President-Treasurer since January 2018. Mr. Conrad currently also serves as our Chief Accounting Officer, a role he has held since October 2010, as the Company is currently in the process of selecting a successor for this position. From April 2008 to October 2010, Mr. Conrad served as our Senior Vice President and Corporate Controller. Prior to joining Cardtronics, Mr. Conrad held various management positions in the accounting and reporting function at Consolidated Graphics, Inc., an international commercial printing company that was acquired by RR Donnelley in January 2014. Prior to such time, Mr. Conrad held several finance and accounting roles at Peregrine Systems, Inc. Mr. Conrad began his career with KPMG LLP in its audit practice. Mr. Conrad holds a Masters in Professional Accounting and a Bachelors of Business Administration from the University of Texas and is a licensed certified public accountant in the state of Texas. Gary W. Ferrera has served as our Chief Financial Officer since November 28, 2017. In this role, Mr. Ferrera is responsible for leading all financial functions of the company, and he provides oversight for accounting and reporting, strategic planning and analysis, treasury, tax, internal audit, risk management, investor relations and corporate development. Ferrera has more than 20 years of leadership experience in corporate finance and corporate development roles. Prior to joining Cardtronics, Mr. Ferrera was at DigitalGlobe, Inc., where he served as Chief Financial Officer since early 2015. Previously serving in that same capacity for Intrawest Resorts, Great Wolf Resorts, National CineMedia, and Unity Media, Mr. Ferrera’s career as a Chief Financial Officer is notable for overseeing periods of rapid growth, mergers and acquisitions, initial public offerings, along with cost-efficient operating and capital structures and tax efficiency. Prior to his Chief Financial Officer positions, Mr. Ferrera developed his M&A and capital markets expertise with Citigroup and Bear Stearns. Mr. Ferrera also started his commercial career as an international tax consultant with Arthur Andersen. Mr. Ferrera holds an M.B.A. from the Kellogg School of Management, Northwestern University and a B.S. in Accounting from Bentley University, magna cum laude. Geri House has served as our Chief Human Resources Officer since February 12, 2018. In this role, Ms. House is responsible for leading the company’s global human resources function, overseeing human resources strategy, talent acquisition, employee engagement, development and relations, along with compensation and benefits programs. Ms. House is an experienced, strategic human resources executive with a demonstrated ability to align people and culture to the corporate vision, strategies and values to

26 drive effective execution of company goals. Prior to joining Cardtronics, Ms. House was Executive Vice President, People & Organization, at National CineMedia, where she also previously served as Vice President and Deputy General Counsel. Earlier in her career, Ms. House was in private practice, serving as outside counsel for an array of clients of two international law firms. Ms. House holds a Juris Doctor from Harvard Law School and a Bachelor of Arts from Simon Fraser University. Aimie Killeen has served as our General Counsel and Secretary since March 2017, leading our legal, corporate governance and compliance sections. Ms. Killeen joined Cardtronics through our acquisition of DirectCash Payments Inc. (‘‘DCP’’) in January 2017, where she served as Global Corporate Counsel since March 2013. Prior to joining DCP, Ms. Killeen practiced for nine years at one of Australia’s premier global law firms. Her experience there included leveraged and acquisition finance, aviation finance, structured asset finance, securitization, debt capital markets, general corporate banking and restructuring. Ms. Killeen is a graduate from the University of Technology in Sydney, Australia, and was admitted to practice law in the Supreme Court of New South Wales, and the High Court of Australia in 2004. Stuart Mackinnon has served as our Executive Vice President—Technology and Operations & Chief Information Officer since February 1, 2017. Mr. Mackinnon is responsible for the global information technology infrastructure for Cardtronics. Mr. Mackinnon directs the strategy and implementation of innovative solutions for the business focusing on efficiency and service. Mr. Mackinnon joined Cardtronics in 2015 through the acquisition of Columbus Data Services, the largest ATM processor in North America, where he held the position of President for five years. Prior to Columbus Data Services, Mr. Mackinnon held senior technology roles at Threshold Financial Technologies and Choice Hotels Canada. Brad Nolan has served as our Executive Vice President, Global Product & Marketing since January 2017. In this role he is charged with leading the design and delivery of new technology solutions which enable financial institutions and retail brands to provide world-class financial access to their customers. Prior to joining Cardtronics, Mr. Nolan spent 20 years at JPMorgan Chase & Co., serving as Managing Director of Branch Systems & Innovation, where he led retail channel design and innovation for the organization. Mr. Nolan is listed as co-designer on multiple patents focused on self-service kiosks and user interface design. Mr. Nolan holds dual Bachelor of Business Administration degrees in Accountancy and Finance from Miami University and is a former licensed Certified Public Accountant in the state of Ohio. Marc Terry has served as our Executive Vice President and Managing Director—International since September 18, 2017. In this role, Mr. Terry oversees all commercial activities for the company in Europe, the Middle East, Africa and Australia. Mr. Terry has nearly 30 years of payments and financial services technology business and leadership experience. Prior to joining Cardtronics, Mr. Terry was Group Managing Director—EMEA at FIS, where he was responsible for all banking and payments products. Earlier in his career, Mr. Terry served as Managing Director Commercial for Vocalink, where he was responsible for all commercial activities and relationships including management of the LINK ATM network in the United Kingdom. Mr. Terry previously held roles as International Sales Director for Metavante, Managing Director—EMEA for Clear2Pay, and Vice President—International Sales for S1 UK, following a 15+ year career in multiple global leadership roles for ACI Worldwide. Edward H. West Mr. West’s biographical information is located under ‘‘Proposal 1: Ordinary Resolution to Re-Elect Class II Directors.’’

COMPENSATION DISCUSSION AND ANALYSIS The Compensation Discussion and Analysis (‘‘CD&A’’) set forth below provides an explanation of our compensation programs, including the objectives of such programs and the rationale for each element of compensation, for our current and former Chief Executive Officers, our current and former Chief Financial Officers, our three other most highly compensated executive officers serving as of December 31, 2017, and one individual who would have been one of our three other most highly compensated executive officers except for the fact that he was not serving as an executive officer as of December 31, 2017

27 (collectively, the ‘‘Named Executive Officers’’). This CD&A also describes the actions and decisions of our Compensation Committee as it relates to 2017 compensation decisions.

Our 2017 Named Executive Officers For the year ended December 31, 2017, our Named Executive Officers were as follows:

Name Position Steven A. Rathgaber (1) . . . Former Chief Executive Officer Edward H. West (2) ...... Chief Executive Officer and Director; Former Chief Financial Officer/Chief Operations Officer Gary W. Ferrera (3) ...... Chief Financial Officer Dan Antilley ...... Chief Information Security Officer Stuart Mackinnon ...... Executive Vice President—Technology and Operations & Chief Information Officer Brian Bailey ...... Executive Vice President & Managing Director, North America P. Michael McCarthy (4) . . . Former Chief Information Officer

(1) Mr. Rathgaber retired from the Company effective December 31, 2017. (2) Mr. West served as Chief Financial Officer/Chief Operations Officer through December 31, 2017 and became Chief Executive Officer and a member of the Board effective January 1, 2018. (3) Mr. Ferrera commenced service as Chief Financial Officer effective November 28, 2017. (4) Mr. McCarthy retired from the Company effective February 1, 2017.

Execution of Succession Plan; Named Executive Officer Changes As previously disclosed, in connection with the long-term succession plan undertaken by the Board, Mr. Rathgaber retired from the Company effective December 31, 2017. We announced Mr. West as Mr. Rathgaber’s successor and promoted him from his position as Chief Financial Officer/Chief Operations Officer to Chief Executive Officer, effective January 1, 2018. Mr. Ferrera, who most recently served as Chief Financial Officer at DigitalGlobe (see his bio on page 26 for additional detail), joined the Company and commenced service as Chief Financial Officer effective November 28, 2017. Mr. McCarthy also retired from the Company effective February 1, 2017. Mr. Mackinnon was promoted to the role of Executive Vice President—Technology and Operations & Chief Information Officer, as his successor.

Executive Summary Compensation Program Philosophy and Design. The primary objectives of our executive compensation program are to attract, retain, and motivate qualified individuals who are capable of leading our Company to meet its business objectives and to increase overall shareholder value. To achieve these objectives, our Compensation Committee’s philosophy has been to implement a total compensation program that aligns the interests of management with those of our investors and to provide a compensation program that creates incentives for and rewards performances of the individuals based on our overall success and the achievement of financial performance objectives, without encouraging excessive risk-taking. The framework of our executive compensation program is set forth below: • we provide our Named Executive Officers with annual compensation that includes three primary elements: (i) base salary; (ii) annual non-equity incentive plan awards; and (iii) long-term performance and service-based equity-based incentive awards;

28 • we do not provide tax gross-ups for current executive officers; • we do not backdate options; • our annual non-equity incentive plans are tied to specific pre-established financial performance goals as well as individual goals for certain Named Executive Officers; • the cash awards under our non-equity incentive plan are capped at 200% of target; • we have a compensation recoupment (‘‘Clawback’’) policy that applies to our annual non-equity incentive plans, and starting in 2015, the performance-based portion of our equity incentive awards; • 75% of RSUs under our long-term incentive plan for Named Executive Officers are performance- based, contingent upon the achievement of certain pre-established company financial performance goals, and the remaining 25% of the RSUs are service-based, requiring four years of service to be rewarded with total value; • earned performance-based RSUs are subject to additional service-based vesting requirements which require three years of service to be rewarded with total value; • the number of performance-based RSUs that can be earned by each Named Executive Officer is capped at 225% of target, with total equity grants subject to the company-wide equity funding pool, as approved by our Compensation Committee; • our Compensation Committee, which comprises solely independent directors, reviews and approves all elements of Named Executive Officer compensation; • our Compensation Committee reviews our compensation program annually to ensure that it does not incentivize excessive risk-taking; • our Compensation Committee retains an independent compensation consultant to advise on executive compensation matters and best practices; • our executive officers and directors are subject to share ownership requirements; and • our executive officers and directors are subject to our insider trading policy, which includes anti-hedging and anti-pledging provisions. Prior Year Say on Pay Results. At the May 10, 2017 Annual Meeting of Stockholders, the ‘‘Advisory Vote on Executive Compensation’’ proposal (the ‘‘say on pay’’ vote) received support from 99.0% of votes cast. Our Compensation Committee considered these results and, based on the overwhelming support from shareholders, determined that the results of the vote did not call for any significant changes to our executive compensation plans and programs already in place for 2017 except for the introduction of stock options. 2017 Performance. 2017 was a transformational year, marked by the largest acquisition in the Company’s history (DCPayments). The DCPayments acquisition drove 19% growth in Revenues (over 20% on a constant-currency basis) and nearly 10% growth in Adjusted EBITDA. Adjusted EBITA was down 1% from 2016, as the growth in Adjusted EBITDA was more than offset by increased depreciation expense, primarily related to the DCPayments acquisition. As expected, these results were adversely impacted by the removal of ATMs at 7-Eleven locations in the U.S., which we commenced and nearly completed in the latter half of 2017. 7-Eleven in the U.S. was our largest merchant relationship in terms of revenues in 2016 and 2017. Excluding 7-Eleven, we saw increases in bank-branding and surcharge-free network revenues resulting from the continued growth of participating banks and other financial institutions in our bank-branding program and our surcharge-free network, Allpoint, and additionally revenue growth from the deployment of additional units. Adjusted Net Income per Share was down 8% from 2016 as the increased interest and depreciation expense associated with the DCPayments acquisition more than offset the growth in Adjusted EBITDA. The Revenue and Adjusted EBITDA growth was

29 partially offset by strengthening of the U.S. dollar, which resulted in translating revenues from our non-U.S. dollar subsidiaries at a lower rate compared to 2016. In determining the incentive payouts, our Compensation Committee considered the actual results achieved relative to the 2017 performance goals, net of certain adjustments for foreign currency exchange movements, tax rate movements and other terms in accordance with the plan under our non-equity incentive plan and under our equity plan, as described below and in detail later in this CD&A. For a reconciliation of Net Income to Adjusted EBITDA and Adjusted Net Income per Share see page 71 of our Annual Report on Form 10-K (filed with the SEC on March 1, 2018). Cash Incentives Earned for 2017 Performance. For 2017, payments under our annual non-equity incentive plan were reflective of our performance and the achievement of certain performance goals. As discussed further in ‘‘2017 Compensation Decisions—Non-Equity Incentive Plan’’ below, our 2017 Total Revenues actual result was $1,483.2 million (as adjusted per the terms of the plan), which exceeded our target of $1,480.2 million. Our Adjusted EBITA (which we use as a performance-based compensation metric and is defined in ‘‘2017 Compensation Decisions—Performance Metrics’’ below) actual result of $220.2 million (as adjusted per the terms of the plan) fell short of our target of $227.6 million. The actual results were adjusted for foreign currency exchange rates and other terms as defined in the plan. As a result of the performance relative to both the Revenue metric and the Adjusted EBITA metric, along with other factors, depending on the executive, our Compensation Committee approved actual payout amounts for our Named Executive Officers ranging from 86.4% to 103.8% of target, depending on the individual. For a reconciliation of Net Income to Adjusted EBITA, see page 71 of our Annual Report on Form 10-K (filed with the SEC on March 1, 2018). Equity Awards Earned for 2017 Performance. For 2017, grants under our long-term incentive plan (‘‘LTIP’’) were awarded based on 2017 performance, which reflect our performance and achievement of certain performance goals. Based on our results, which are discussed in ‘‘2017 Compensation Decisions— 2017 Long-Term Incentive Plan and other Performance Awards’’ below, our Named Executive Officers earned 83% of the 2017 target number of performance-based RSUs, which were granted in 2018. These awards will vest incrementally subject to the Named Executive Officers’ continued employment with Cardtronics (or to an employee’s qualified retirement date, if earlier) and will be fully vested in January 2021.

Role of Compensation Committee, Compensation Consultant and Management Compensation Committee. Our Compensation Committee is responsible for designing, recommending and evaluating all compensation programs for our executive officers (including each of the Named Executive Officers) as well as oversight for other broad-based employee benefits programs. Our Compensation Committee receives information and advice from third-party compensation consultants as well as from our human resources department and management to assist in making decisions regarding compensation matters. Compensation Consultant. Our Compensation Committee has sole authority to retain and terminate the services of a compensation consultant who reports to our Compensation Committee. The role of the compensation consultant is to advise our Compensation Committee in its oversight role, advise management in the executive compensation design process and provide independent compensation data and analysis to facilitate the annual review of our compensation programs. The compensation consultant attends Compensation Committee meetings as requested by our Compensation Committee. During 2017, our Compensation Committee retained Meridian Compensation Partners, LLC (‘‘Meridian’’) as its independent advisor. Meridian is an independent compensation consulting firm and does not provide any other services to us outside of matters pertaining to executive officer and director compensation and related corporate governance. Meridian reports directly to our Compensation Committee, which is the sole party responsible for determining the scope of services performed by

30 Meridian and the directions given to Meridian regarding the performance of such services. Meridian was not given a specific list of instructions, but rather was engaged to provide our Compensation Committee with information and advice that might assist our Compensation Committee in performing its duties. During 2017, the services provided by Meridian included: • updating our Compensation Committee on regulatory changes affecting our compensation program; • providing information on market trends, practices, benchmarking and other data; • providing guidance on CEO compensation; • reviewing our Peer Group (as defined in ‘‘Elements of Total Compensation—Peer Company Compensation Analysis’’) and conducting a competitive analysis of compensation for our Named Executive Officers and our Board; • assisting in reviewing and designing program elements; and • providing overall guidance and advice about the efficacy of each element of our compensation program and its fit within our Compensation Committee’s developing compensation philosophy. While the Meridian guidance has been a valuable resource for our Compensation Committee in identifying compensation trends and determining competitive compensation packages for our executives, our Compensation Committee is not bound to adhere to any advice or recommendations that Meridian may provide to our Compensation Committee. Our Compensation Committee considered the independence of Meridian in light of SEC rules and NASDAQ listing standards, including the following factors: (i) other services provided to us by the consultant; (ii) fees paid by us as a percentage of the consulting firm’s total revenue; (iii) policies or procedures maintained by the consulting firm that are designed to prevent a conflict of interest; (iv) any business or personal relationships between the individual consultants involved in the engagement and a member of our Compensation Committee; (v) any company stock owned by the individual consultants involved in the engagement; and (vi) any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement. Our Compensation Committee discussed these considerations, among other things, and concluded that the work of Meridian did not raise any conflict of interest. Role of the Chief Executive Officer in Executive Compensation Decisions. Our Chief Executive Officer works very closely with our Compensation Committee; however, except for providing a self-evaluation report to our Compensation Committee, he does not make, participate in, provide input for, or make recommendations about his own compensation. Our Chief Executive Officer sets our strategic direction and strives to promote compensation programs that motivate employee behavior, consistent with our strategic objectives. Under the direction of our Compensation Committee, and in coordination with the compensation consultant, our Chief Executive Officer coordinates the annual review of the compensation programs for the executive officers. This review includes an evaluation of each officer’s historical pay and career development, individual and corporate performance, competitive practices and trends and various compensation issues. Based on the results of this review, our Chief Executive Officer makes recommendations to our Compensation Committee regarding each element of compensation for each of the executive officers, other than himself. Our Chief Executive Officer also provides our Compensation Committee with his evaluation of performance of each executive officer other than himself during the prior year for their consideration for determining actual payouts. Our Compensation Committee also meets in executive session, independently of the Chief Executive Officer and other members of senior management, to review not only compensation issues related to the Chief Executive Officer, but those of all Named Executive Officers and other executive officers. Other than the Chief Executive Officer, none of our other Named Executive Officers provide direct recommendations to our Compensation Committee or

31 participate in the executive compensation setting process; however, our Chief Financial Officer provides information and recommendations to our Compensation Committee when it reviews and sets incentive performance goals.

Elements of Total Compensation The table below summarizes the elements of our compensation program, the form in which each element is paid, the purpose or objective of each element, key features of the element and any performance metrics associated with each element.

Element Form of Compensation Purpose/Objective Key Features Performance Metric(s) Base Salary Cash—fixed To provide an executive Initial salaries for Not performance-based officer with a fixed executive officers are set income stream, based by our Compensation upon the executive’s Committee based on roles and responsibilities responsibilities and within our organization market data. Amounts and relative skills and are reviewed annually by experience, consistent our Compensation with market for Committee, with comparable positions. adjustments made based on the executive’s individual performance and our company’s performance for the year. Additional factors considered may include other achievements or accomplishments, any mitigating priorities that may have resulted in a change in the goals, market conditions, participation in the development of other company employees, as well as any additional responsibilities that were assumed by the executive during the period.

32 Element Form of Compensation Purpose/Objective Key Features Performance Metric(s) Annual Cash—variable To reward operating Our Compensation Performance metrics are Non-Equity results consistent with Committee establishes a selected on an annual Incentive Plan the non-equity incentive threshold, a target and a basis that our Awards compensation plan and maximum possible Compensation to provide a strong payout for each Committee believes will motivational tool to executive. produce the best return achieve or exceed for our shareholders earnings and other Amounts are paid after given the then-current related pre-establishedyear end once our conditions. For 2017, performance objectives.Compensation our Compensation Committee has Committee selected determined our Revenue and Adjusted performance and each EBITA, defined in executive’s performance ‘‘2017 Compensation relative to Decisions—Non-Equity pre-established Incentive Plan’’ below. performance goals, which reflects our Compensation Committee’s desire that the plan pay amounts relative to actual performance and to provide for substantially increased rewards when performance targets are exceeded. LTIP Awards Performance-based To create a strong 2017 LTIP : Under our 75% of RSUs granted RSUs and service-based financial incentive for 2017 LTIP, the size of under our 2017 LTIP RSUs—variable achieving or exceeding an award is based on an were performance-based performance goals, to analysis of competitive awards. For 2017, our tie the interests of pay that translates an Compensation management to the award into a percentage Committee selected interests of of base salary. Equity Revenue and Adjusted shareholders, to awards granted under Net Income per Share encourage a significant the 2017 LTIP as the two performance equity stake in our comprised 75% metrics. company and to attract performance-based and retain our executive RSUs and 25% service- talent base in future based RSUs. years. RSUs granted to new hires are typically not performance-based and generally vest ratably over four years.

33 Element Form of Compensation Purpose/Objective Key Features Performance Metric(s) Performance-based RSUs: The performance-based RSUs are earned based on performance achievement over a one-year period followed by vesting requirements based on continued employment (or to an employee’s qualified retirement date, if earlier), over 24, 36, and 48 months from January 31st of the grant year, at the rate of 50%, 25%, and 25%, respectively. Service-based RSUs: The service-based RSUs generally vest over 24, 36, and 48 months from January 31st of the grant year, at the rate of 50%, 25%, and 25%, respectively. Discretionary Cash—variable To reward an executive Granted at the Varies, but typically Bonuses for significant discretion of our relates to performance contributions to a Compensation with respect to special company initiative or Committee, projects that require when the executive has discretionary bonuses significant time and performed at a level are not a recurring effort on the part of the above what was element of our executive executive. Payments expected or for compensation program. made in conjunction attracting executives. with significant relocation are not performance-based. Health, Life, Eligibility to participate Plans are part of our Under our 401(k) plan, Not performance-based Retirement in benefit plans broad-based employee for 2017, we matched Savings and generally available to benefits program, which 100% of employee Other Benefits our employees, including is designed to allow us contributions up to 4% retirement, health, life to remain competitive in of the employee’s salary. insurance and disability the market in terms of Employees immediately plans—generally fixed. attracting and retaining vest in their employees and, in the contributions while our case of our 401(k) plan, matching contributions to assist our employees vest at a rate of 20% in providing for their per year. We do not retirement. provide any supplemental retirement benefits to our Named Executive Officers.

34 Element Form of Compensation Purpose/Objective Key Features Performance Metric(s) Executive Payment of To provide the executive Governed by the terms Not performance-based Severance and compensation and for with assurances against of employment Change in benefit coverage costs in certain types of agreements with certain Control the form of separation terminations without Named Executive Agreements payments—subject to cause or resulting from Officers, these compliance with change-in-control where agreements and our restrictive covenants and the terminations were severance terminology related conditions. not based upon cause. are described in Levels are fixed for This type of protection ‘‘Executive duration of employment is intended to provide Compensation— agreements. the executive with a Narrative Disclosure to basis for keeping focus Summary Compensation and functioning in the Table and Grants of shareholders’ interests at Plan-Based Awards all times. Table—Employment- Related Agreements of Named Executive Officers’’ below. These agreements provide for severance compensation to be paid if the officer’s employment is terminated under certain conditions, such as following a corporate change, involuntary termination, termination by us ‘‘without cause,’’ death or disability, each as defined in the applicable executive’s agreement. Limited Cash—fixed To provide the executive Very limited in nature Not performance-based Perquisites with additional benefits and not guaranteed to considered necessary or be provided to any customary for the Named Executive executive’s position and Officer in any given for the purpose of year. None of the attracting and retaining Named Executive executives. Officers received any significant perquisites during 2017.

Factors Considered in Setting Executive Pay Tally Sheets. Our Compensation Committee reviews ‘‘tally sheets’’ for the Chief Executive Office and the Chief Financial Officer, which are prepared by management and reviewed by Meridian. The tally sheets contain information related to prior years’ compensation, outstanding equity awards (both vested and unvested) and various termination scenarios. The tally sheets enable our Compensation Committee to review and evaluate various components of the executive pay programs, understand the magnitude of potential payouts as a result of certain employment terminations and consider changes to our plans and programs in light of emerging trends.

35 Other Factors. In determining the level of total compensation to be set for each compensation component, our Compensation Committee considers a number of factors, including market competitiveness analyses of our compensation levels compared with those paid by comparable companies, our most recent annual performance, each individual Named Executive Officer’s performance, the desire to generally maintain internal equity and consistency among our executive officers, tally sheets (as discussed above) and any other considerations that our Compensation Committee deems to be relevant. While our Compensation Committee reviews the total compensation package we provide to each of our Named Executive Officers, our Board and our Compensation Committee view each element of our compensation program as serving a specific purpose and, therefore, as distinct elements. In other words, a significant amount of compensation paid to an executive in the form of one element will not necessarily cause us to reduce another element of the executive’s compensation. Accordingly, we have not adopted any formal or informal policy for allocating compensation between long-term and short-term, between cash and non-cash or among the different forms of non-cash compensation. Peer Company Compensation Analysis. Our Compensation Committee has historically identified and analyzed the compensation practices of a group of companies we consider to be our peers. The base Peer Group used for its market analyses for 2017 compensation decisions included the following companies, which we refer to as the ‘‘Peer Group’’:

ACI Worldwide, Inc. Jack Henry & Associates, Inc. Acxiom Corporation Moneygram International, Inc Blackhawk Network Holdings, Inc. Neustar, Inc. CSG Systems International, Inc. Outerwall, Inc. Earthlink Inc. SS&C Technologies Holdings, Inc. Euronet Worldwide, Inc. Total System Services, Inc. Everi Holdings Inc. Vantiv Inc. Fair Isaac Corp. VeriFone Systems, Inc. Global Payments, Inc. WEX, Inc. Heartland Payment Systems This group was compiled based on a combination of the following factors: (i) companies that have the same GICS (Global Industry Classification Standard) classification; (ii) companies that generate a similar amount of revenues; (iii) companies with similar market value; and (iv) companies that provide services that are similar to the services we provide. Although a detailed review of the peer group was conducted, the Peer Group utilized for 2017 pay decisions was the same Peer Group used for 2016 pay decisions. Our Compensation Committee believes that using a Peer Group provides meaningful reference points for competitive practices, types of equity awards used and equity usage levels for the executives as well as the total amount of shares set aside for equity programs. Our Compensation Committee’s goal is to provide a total compensation package that is competitive with prevailing practices in our industry and within the Peer Group. In addition to studying the compensation practices and trends at companies that are considered peers, our Compensation Committee has also determined that it is beneficial to our understanding of general industry compensation market data from surveys to consider the best practices in compensation policies from other companies that are not necessarily peers or limited to our industry. Our Compensation Committee does not react to or structure our compensation programs on market data alone, and it has not historically utilized any true ‘‘benchmarking’’ techniques when making compensation decisions. Furthermore, our Compensation Committee did not use the Peer Group to establish a particular range of compensation for any element of pay in 2017; rather, the Peer Group and other survey market data were used as general guidelines in our Compensation Committee’s deliberations.

36 2017 Compensation Decisions Overview of Pay Mix for 2017: Selected Compensation in Proportion to Total Compensation The following table sets forth salary and sign-on bonus compensation (‘‘fixed compensation’’) and annual non-equity incentive plan and long-term equity incentive compensation (‘‘incentive-based variable compensation’’) as a percentage of total compensation, as presented in the ‘‘Total’’ column of the ‘‘Summary Compensation Table for 2017,’’ that we paid for the year ended December 31, 2017 to each Named Executive Officer:

Incentive-based Fixed Variable Name Compensation Compensation Steven A. Rathgaber ...... 16.0% 84.0% Edward H. West ...... 20.3% 79.7% Gary W. Ferrera ...... 20.7% 79.3% Dan Antilley ...... 15.8% 84.2% Stuart Mackinnon ...... 21.4% 78.6% Brian Bailey ...... 35.3% 64.7% P. Michael McCarthy (1) ...... n/a n/a

(1) Mr. McCarthy’s employment with us terminated effective February 1, 2017 in accordance with the retirement agreement dated January 3, 2017. For further information please see the Summary Compensation Table and related discussion. Base Salary. There were no changes to the annualized base salaries of Messrs. Rathgaber, West and McCarthy between 2016 and 2017. The compensation of the remaining Named Executive Officers was not previously reportable by the Company. See ‘‘ Execution of Succession Plan; Named Executive Officer Changes’’ above. Non-Equity Incentive Plan. For purposes of tax deductibility, the Compensation Committee establishes a separate bonus pool that sets a maximum bonus payout level for certain of our Executive Officers. For 2017, the Compensation Committee utilized adjusted EBITA as the performance metric to create the bonus pool. However, the Compensation Committee then uses negative discretion to adjust the resulting bonus pool payout such that the actual bonus payout to each Named Executive Officer is based on the outcomes under the Cash Incentive Plan (explained below). Each year, management proposes and our Compensation Committee reviews and approves a non-equity incentive compensation plan (the ‘‘Cash Incentive Plan’’). Under the Cash Incentive Plan, each executive officer has a threshold, a target, and a maximum possible payout, which are set by our

37 Compensation Committee in its discretion. For our Named Executive Officers, the 2017 threshold, target and maximum annual incentive payout amounts were as follows:

2017 Incentive Payout as a % of Base Salary Named Executive Officer Threshold Target Maximum Steven A. Rathgaber ...... 50.0% 100.0% 200.0% Edward H. West ...... 50.0% 100.0% 200.0% Gary W. Ferrera ...... 50.0% 100.0% 200.0% Dan Antilley ...... 50.0% 100.0% 200.0% Stuart Mackinnon ...... 35.0% 70.0% 105.0% Brian Bailey ...... 42.5% 85.0% 128.0% P. Michael McCarthy (1) ...... 45.0% 90.0% 180.0%

(1) Mr. McCarthy’s employment with us terminated effective February 1, 2017 in accordance with the retirement agreement dated January 3, 2017. For further information please see the Summary Compensation Table and related discussion. Under the 2017 Cash Incentive Plan, two components factor into whether a participant’s award will be paid, as well as what level of payout may be achieved: (i) performance qualifiers; and (ii) performance metrics, both of which are further described below. In addition to the financial goals, for fiscal 2017, Mr. Bailey and Mr. Mackinnon had individual performance goals set for them by the Compensation Committee, which comprised 25% and 34% of their respective incentive cash bonuses. These goals varied from individual to individual and included both objective and subjective measures of performance. The individual performance goals were intended to align the individual officers with the Company’s business strategies and objectives in each officer’s sphere of duties and control. Examples include implementation of programs and systems, process and control improvements, completion of development projects, and achieving customer and new customer growth objectives. These individual goals are keys to financial and business success for Cardtronics, and thus contribute to producing income and shareholder returns over the long-term. Grading of performance on the individual performance goals for these individuals was in some cases ‘‘achieved’’ or ‘‘exceeded’’ on a sliding scale between threshold and maximum achievement. The CEO provided an assessment of the achievement of these individual goals, and based on that input, the Committee determined that each of these executives achieved their individual performance goals at and above target levels. Performance Qualifiers. Performance qualifiers are minimum levels of company performance that must be attained in order for payouts under the Cash Incentive Plan to occur. Amounts of potential payouts under the Cash Incentive Plan are not adjusted based on the level of performance achieved, but rather act as absolute prerequisites that must be met before we will make payments under the Cash Incentive Plan. For 2017, the qualifiers were (i) our compliance with all material public company regulations and reporting requirements for the fiscal year and (ii) the participant’s achievement of the minimum performance standards established by his superior or our Board and completion of required corporate and compliance training as assigned. See ‘‘2017 Cash Incentive Performance Levels’’ below for a discussion of the applicable individual performance standards and achievement. Financial Performance Metrics. Performance metrics are key metrics designated as critical to our success. For 2017, the metrics for the Cash Incentive Plan were (i) Revenue and (ii) Adjusted EBITA. Revenue is defined as ‘‘Total Revenues’’ on a U.S. GAAP basis, as reported in our 2017 consolidated financial statements or as reported in the division’s financial statements, defined and reported in the same manner as in our consolidated financial statements included in our Annual Report on Form 10-K. Adjusted EBITA is a non-GAAP measure that excludes from Net Income amortization of intangible assets, share-based compensation expense, acquisition and divestiture-related expenses, certain

38 non-operating expenses (if applicable in a particular period), certain costs not anticipated to occur in future periods, gains or losses on disposal and impairment of assets, the Company’s obligations for the payment of income taxes, interest expense, and other obligations such as capital expenditures, and includes an adjustment for noncontrolling interests Revenue and Adjusted EBITA were selected as performance metrics as we believe these two metrics are appropriate indicators of success and sustainable business performance that translate into increased shareholder value and are easily understandable and measurable. For a reconciliation of Net Income to Adjusted EBITA, see page 71 of our Annual Report on Form 10-K (filed with the SEC on March 1, 2018). 2017 Cash Incentive Plan Performance Levels. The following table provides (i) the 2017 pre-established threshold, target and maximum performance levels for each of our financial performance metrics and (ii) our performance results for each metric, as adjusted for the effects of foreign currency exchange rate movements from target, and other minor adjustments as called for in the Cash Incentive Plan.

Performance Results Performance Metric Threshold Target Maximum Achieved (In thousands) Total Revenues ...... $1,420,996 $1,480,204 $1,539,412 $1,483,203 Total Adjusted EBITA ...... $ 216,175 $ 227,553 $ 245,757 $ 220,225 When establishing the appropriate threshold, target and maximum performance levels for the performance measures, we typically set the target level based on a number of factors including the Board- approved budget for the year, as well as reference to industry dynamics and prior performance results. Our goal for each financial performance measure is to establish a target level of performance that we are not certain to attain, so that achieving or exceeding the target level requires significant effort by our executive officers. Once the target levels are set, our Compensation Committee sets the threshold and maximum amounts. Taking a variety of business factors into account, our Compensation Committee sets the threshold at what it considers to be the lowest level of acceptable performance and the maximum at what our Compensation Committee views would be outstanding performance versus target and budget. Performance below threshold for a metric will result in no incentive payout for that metric. After achievement of the qualifying factors, a threshold level of performance for a given metric will result in 50% of the target opportunity being earned for that metric; performance at the target level for a metric will result in 100% of the target opportunity being earned for that metric; and performance at or above the maximum level for a metric will result in 150%-200% of the target opportunity being earned (depending on the executive). Our Compensation Committee also determines the relative weightings of each performance metrics for each Named Executive Officer. These are presented in the following table, along with the actual total performance percentage achieved:

Adjusted Revenue EBITA Individual Total Performance Named Executive Officer Total Total Performance Target % Achieved Steven A. Rathgaber (1) ...... 50.0% 50.0% 0.0% 100.0% 86.4% Edward H. West ...... 50.0% 50.0% 0.0% 100.0% 86.4% Gary W. Ferrera ...... 50.0% 50.0% 0.0% 100.0% 86.4% Dan Antilley ...... 50.0% 50.0% 0.0% 100.0% 100.0% Stuart Mackinnon ...... 33.0% 33.0% 34.0% 100.0% 103.8% Brian Bailey ...... 50.0% 25.0% 25.0% 100.0% 99.5% P. Michael McCarthy (2) ...... 50.0% 50.0% 0.0% 100.0% n/a

(1) Mr. Rathgaber retired effective December 31, 2017. (2) Mr. McCarthy’s employment with us terminated effective February 1, 2017 in accordance with the retirement agreement dated January 3, 2017. For further information please see the Summary Compensation Table and related discussion.

39 Our Compensation Committee retains absolute discretion in determining the extent to which any actual payouts are made under the Cash Incentive Plan. Furthermore, our Compensation Committee retains the right to make adjustments to actual performance results to take into account the occurrence of any material event, such as a material acquisition, which would impact the calculation of these performance metrics. As provided within the 2017 Cash Incentive Plan, our Compensation Committee adjusted the actual performance results during the 2017 year, and these adjustments included: (i) the neutralization of foreign currency exchange rate changes as compared to the annual budget and (ii) the exclusion of acquisition and restructuring costs and (iii) other adjustments to classify revenues and expenses consistent with the annual budget and in accordance with the terms of the 2017 Cash Incentive Plan. The amounts awarded to each of the Named Executive Officers under our 2017 Cash Incentive Plan were paid to the executives in March 2018. For the specific amount paid to each Named Executive Officer under the 2017 Cash Incentive Plan, see the ‘‘Non-Equity Incentive Plan Compensation’’ column of the ‘‘Summary Compensation Table for 2017’’ included in ‘‘Executive Compensation’’ below. Recoupment. The 2017 Cash Incentive Plan is subject to our Clawback policy, under which, if the operating or financial results used to calculate the payout are later restated (other than as a result of new accounting pronouncements), a portion of the payouts related to performance-based awards made to participants may be required to be returned to us, if the calculated payout using restated results was lower than originally calculated. Additionally, under this provision, an executive who engages in fraud or other misconduct leading to the restatement is required to return the full payout for the period in question. Sign-on Bonuses. The Compensation Committee determined to provide each of Messrs. Ferrera and Antilley with $100,000 discretionary sign-on bonuses upon the commencement of their employment with the Company on November 28, 2017 and May 30, 2017, respectively. Each of Messrs. Ferrera and Antilley is required to repay to the Company his respective sign-on bonus if he terminates his employment without Good Reason, or if the Company terminates either of their employments for Cause, prior to the first anniversary of his respective commencement date. Equity Compensation Plans. We have two shareholder-approved long-term equity incentive plans: (i) the Third Amended and Restated 2007 Stock Incentive Plan (the ‘‘2007 Plan’’); and (ii) the 2001 Stock Incentive Plan (the ‘‘2001 Plan’’). The purpose of each of these plans is to provide directors and employees of our company and our affiliates with additional equity-based incentive and reward opportunities that are designed to enhance the profitable growth of our company and affiliates. 2001 Plan. In June 2001 and prior to us being a publicly traded company, our Board adopted the 2001 Plan. Various plan amendments have been approved since that time, the most recent being in November 2007. The 2001 Plan allowed for the issuance of equity-based awards in the form of nonqualified stock options and stock appreciation rights. However, as a result of the adoption of the 2007 Plan, at the direction of our Board, no further awards will be granted under our 2001 Plan. As of December 31, 2017, options to purchase an aggregate of 6,438,172 shares (net of options cancelled) had been granted pursuant to the 2001 Plan, all of which were nonqualified stock options. Of that amount, 6,306,821 options had been exercised, with the remaining amount forfeited. There are no remaining awards outstanding under this plan as of December 31, 2017. 2007 Plan. In August 2007, our Board and our shareholders approved our 2007 Plan. The adoption, approval, and effectiveness of this plan were contingent upon the successful completion of our initial public offering, which occurred in December 2007. Effective July 1, 2016, Cardtronics assumed and adopted the third amendment and restatement of the 2007 Plan. The 2007 Plan provides for the granting of incentive stock options intended to qualify under Section 422 of the Code, nonqualified stock options, restricted stock awards, restricted stock unit awards, annual incentive awards, performance awards, phantom stock awards, and bonus stock awards. The number of shares that may be issued under the 2007

40 Plan may not exceed 9,679,393 shares, subject to further adjustment to reflect stock dividends, stock splits, recapitalizations and similar changes in our capital structure. The individual share limitations that any one participant can receive in any given fiscal year is 1,500,000 shares and, for awards denominated in cash amounts, the amount may not exceed $3,500,000 in a given year. As of December 31, 2017, options to purchase an aggregate of 416,500 shares (net of options cancelled) had been granted pursuant to the 2007 Plan, all of which were nonqualified stock options. Of that amount 300,625 options had been exercised. Additionally, as of December 31, 2017, 6,420,855 restricted stock units, net of cancellations, had been granted pursuant to the 2007 Plan. Long-Term Incentive Programs. In the first quarter of each year since 2011, our Compensation Committee of our Board has approved our annual LTIPs, which are subject to the terms and conditions of our 2007 Plan and formalized specific details for the equity awards granted during the year. Our Compensation Committee has the sole authority to grant awards under the respective year’s LTIP to our Section 16 Officers, as defined by the SEC, and our Chief Executive Officer has the authority to grant awards to all non-Section 16 Officers and other employees. Starting in 2017 the Compensation Committee utilized the terms of the 2007 Plan and award agreements to effect the LTIP rather than using a formalized plan for each year. In 2018, the Compensation Committee has determined to grant awards in the form of RSUs as well as option awards. The type and number of awards held by each of our Named Executive Officers as of December 31, 2017 that were granted pursuant to each of our Equity Incentive Plans are described below in the ‘‘Outstanding Equity Awards at Fiscal 2017 Year-End’’ section.

2017 Long-Term Incentive Plan Pursuant to and subject to the terms and conditions of our 2007 Plan, which expressly allows for annual equity awards to be made to eligible employees, in March 2017, our Compensation Committee approved the 2017 Long-Term Incentive program (the ‘‘2017 LTIP’’), which provided for the grant of 75% performance-based RSUs and 25% service-based RSUs under the 2007 Plan. The performance-based RSUs are earned based on performance achievement over a one-year period followed by vesting requirements based on continued employment (or to an employee’s qualified retirement date, if earlier), over 24, 36, and 48 months from January 31st of the grant year, at the rate of 50%, 25%, and 25%, respectively. The service-based RSUs vest over 24, 36, and 48 months from January 31st of the grant year, at the rate of 50%, 25%, and 25%, respectively, subject to continued service on each vesting date. Under the 2017 LTIP, the size of our 2017 awards was based on a competitive long-term equity compensation element calculated as a percentage of base salary. For example, Mr. West was granted RSUs with a target value approximately equal to 3.0x his base salary (with the number of shares granted based on a 15-day average stock price following the 2016 earnings release). Under the 2017 LTIP, the total number of RSUs earned was subject to an annual stock pool limitation established by our Compensation Committee. Performance-based RSUs were earned based on the achievement of a Revenue performance metric and an Adjusted Net Income per Share performance metric, with each metric being equally weighted. Revenue is defined as ‘‘Total Revenue’’ on a U.S. GAAP basis, as reported in our 2017 consolidated financial statements and calculated in the same manner as in our consolidated financial statements included in our Annual Report on Form 10-K. Adjusted Net Income per Share is a non-GAAP measure and is defined as ‘‘Adjusted Net Income per Diluted Share’’ as reported in the reconciliation of Non-GAAP Financial Measures in our Annual Report on Form 10-K. Both measures were adjusted for changes in currency exchange rates and other adjustments as contemplated by the 2017 LTIP. These two measures were selected as we believe they are the appropriate measures of sustainable business performance and drive increased shareholder value. For a reconciliation of Net Income to Adjusted Net Income per Share, see page 71 of our Annual Report on Form 10-K (filed with the SEC on March 1, 2018).

41 The following table provides (i) the 2017 pre-established threshold, target and maximum performance levels for each of our performance metrics and (ii) actual results as adjusted for the effects of foreign currency exchange rate movements and tax rate movements from budget and other minor adjustments as called for in the plan. The two targeted amounts for Revenue and Adjusted Net Income per Share were set based on market data provided by Meridian and on our intermediate-term growth objectives and our Board-approved budget.

Performance Results Performance Metric Threshold Target Maximum Achieved (In thousands) Total Revenue ...... $1,420.9966 $1,480,204 $1,539,412 $1,483,203 Adjusted Net Income per Share ...... $ 2.84 $ 2.99 $ 3.23 $ 2.87 If we did not meet a given threshold amount for at least one metric, all of the performance-based RSUs would be forfeited with respect to that metric. If we achieved our Revenue and Adjusted Net Income per Share performance levels at the threshold, target, or maximum levels of performance, then 50%, 100% or 200% of the targeted number of performance-based RSUs would be deemed earned, respectively. Our Compensation Committee retains the right to make adjustments to actual performance results, similar to the Cash Incentive Plan, and exercised the operating discretion in 2017 by adjusting the actual performance results with the same adjustments made to the Cash Incentive Plan as described above. Our Compensation Committee believes that providing executives with a long-term incentive opportunity that includes both service- and performance-based equity awards is competitive and allows us to attract and retain a talented executive team. In addition to serving as a retention tool, the 2017 awards were intended to incentivize the executives to focus on achieving certain levels of Revenue and Adjusted Net Income per Share. In March 2017, our Compensation Committee awarded the following target number of RSUs under the 2017 LTIP to our Named Executive Officers:

Service-based Performance-based Named Executive Officers: RSUs RSUs Steven A. Rathgaber ...... 16,797 50,392 Edward H. West ...... 10,079 30,235 Gary W. Ferrera (1) ...... —— Dan Antilley(1) ...... 2,975 8,923 Brian Bailey ...... 1,960 5,879 Stuart Mackinnon(1) ...... 1,876 5,627 P. Michael McCarthy (2) ...... ——

(1) See 2017 New Hire and Other Grants, below. Mr. Antilley’s Service-based and Performance- based RSU’s were awarded May, 30 2017. (2) Mr. McCarthy’s employment with us terminated effective February 1, 2017 in accordance with the retirement agreement dated January 3, 2017. For further information please see the Summary Compensation Table and related discussion. We achieved above target results for Revenue and above threshold results for Adjusted Net Income per Share of $1,483.2 million and $2.87 per share, respectively, resulting in 83% of the target number of performance-based RSUs earned for each participant. The performance-based RSUs remain subject to the additional service-based vesting requirements discussed above. Pursuant to the terms of the 2017 LTIP, vesting is contingent upon continued employment (or set to an employee’s qualified retirement date, if earlier), over 24, 36 and 48 months from January 31st of the grant year, at the rate of 50%, 25% and 25%,

42 respectively. As discussed above, the service-based RSUs are subject to the same service-based vesting requirements applicable to the performance-based RSUs. For information regarding the fair value of these awards, see the ‘‘Stock Awards’’ column and the related footnotes of the ‘‘Summary Compensation Table for 2017’’ included in ‘‘Executive Compensation’’ below. The maximum values of the 2017 performance-based RSUs, if the highest level of performance conditions were achieved, would have been as follows (based on certain assumptions included in Part II. Item 8. Financial Statements and Supplementary Data, Note 3. Share-Based Compensation, to our audited consolidated financial statements for the fiscal year ended December 31, 2017, included in our Annual Report on Form 10-K):

Maximum Value of 2017 Stock Awards That Could Have Been Name Achieved Steven A. Rathgaber ...... $4,711,652 Edward H. West ...... $2,826,973 Dan Antilley ...... $ 611,404 Stuart Mackinnon ...... $ 526,125 Brian Bailey ...... $ 549,687 2017 New Hire and Other Grants. In November 2017, Mr. Ferrera received a new hire grant of 27,762 service-based RSUs in connection with the start of his employment at Cardtronics. These RSUs will vest 25% each year in 2018, 2019, 2020, and 2021. In May 2017, Mr. Antilley received a new hire grant of 29,189 service-based RSUs in connection with the start of his employment at Cardtronics. These RSUs will vest 25% each year in 2018, 2019, 2020, and 2021. In April 2017, Mr. Mackinnon received a grant of 15,000 service-based RSUs in connection with his acceptance of the Executive Vice President—Technology and Operations & Chief Information Officer role. These RSUs will vest 50% in 2018, and 25% will vest in 2019 and 2020.

Other Compensation and Tax Matters Share Ownership Guidelines. We implemented a share ownership policy for senior executives and non-employee directors in May 2011, which requires such participants to maintain a stated level of share ownership in Cardtronics in order to align the interests of our senior executives and non-employee directors with those of our shareholders. The policy is based on market trend information regarding executive and director share ownership policies, including design approaches, types of share counted towards ownership, time provided to participants to meet goals and common multiples of base salary. The policy applies to our shares acquired by the participants on or after June 1, 2011 or the participant’s hire date, excluding shares acquired in the open market. Under the terms of the policy, participants must attain target levels of ownership (set forth below) in shares before they no longer are required to adhere to the holding requirement (also set forth below), unless ownership falls below these levels. The total stock value of the participant’s shares must equal or exceed the specified target value.

Position Target Ownership Level Non-employee Directors ...... 4x annual retainer Chief Executive Officer ...... 5x base salary Tier I Participants ...... 2x base salary Tier II Participants ...... 1x base salary Prior to attaining the above target ownership levels, a participant is prohibited from selling, gifting or otherwise transferring more than 50% of any of the shares subject to the Policy, unless those shares are tendered to us in payment of (i) a stock option exercise price or (ii) the minimum state and federal income tax withholding obligations of the Participant that automatically arise upon the lapsing of any restrictions

43 on any restricted stock (or other equity award). If a participant wishes to sell unrestricted Covered Shares in excess of the allowable amount and is under the target ownership level, the individual must request an exception and have it approved by our Compensation Committee, who has complete discretion to allow or disallow any such sales. Participants are not subject to a time period to attain their target ownership level, since this will be achieved through the retention of a specified percentage of equity grants each year through our incentive plans. If a participant receives a raise in his or her base salary, leading to an increase in the ownership requirement, the participant’s future equity grants will continue to be subject to the holding requirement until the new target ownership level is attained. It is anticipated that actual levels of share ownership will fluctuate over time based on the change in pay rates and the value of the underlying shares. Accordingly, on a periodic basis, our Compensation Committee will review the target ownership levels to determine if any adjustments are appropriate. Furthermore, in response to unusual circumstances and in its sole discretion, our Compensation Committee may grant temporary relief or a waiver to individuals and/or categories of participants so as to permit them to sell unrestricted Covered Shares even if such sale results in that participant falling below his or her prescribed target ownership level. All of our Named Executive Officers are currently in compliance with the Policy. Tax Deductibility of Compensation. Prior to 2018, Section 162(m) of the Internal Revenue Code generally denied a federal income tax deduction to the Company group in the U.S. for compensation in excess of $1 million per year paid to the principal executive officer and the next three most highly compensated officers (other than the principal financial officer). This denial of deduction was subject to an exception for ‘‘qualified performance-based compensation.’’ The Tax Cuts and Jobs Act, enacted on December 22, 2017, substantially modifies Section 162(m) of the Internal Revenue Code and, among other things, eliminated the ‘‘qualified performance-based compensation’’ exception to the $1 million deduction limit effective as of January 1, 2018. As a result, beginning in 2018, compensation paid to certain executive officers in excess of $1 million will generally be nondeductible in the U.S., whether or not it is performance-based. In addition, beginning in 2018, the executive officers subject to Section 162(m) (the ‘‘Covered Employees’’) will include any individual who served as the CEO or Chief Financial Officer (‘‘CFO’’) at any time during the taxable year and the three other most highly compensated officers (other than the CEO and CFO) for the taxable year, and once an individual becomes a Covered Employee for any taxable year beginning after December 31, 2016, that individual will remain a Covered Employee for all future years, including following any termination of employment. The Tax Cuts and Jobs Act includes a transition rule under which the changes to Section 162(m) described above will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017 and is not materially modified after that date. To the extent applicable to our existing contracts and awards, the Compensation Committee may avail itself of this transition rule. However, because of uncertainties as to the application and interpretation of the transition rule, no assurances can be given at this time that our existing contracts and awards, even if in place on November 2, 2017, will meet the requirements of the transition rule.

44 COMPENSATION COMMITTEE REPORT Our Compensation Committee has reviewed and discussed the disclosure set forth above under the heading ‘‘Compensation Discussion and Analysis’’ with management and, based on the review and discussions, has recommended to our Board that the ‘‘Compensation Discussion and Analysis’’ be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Respectfully submitted by the Compensation Committee of the Board of Cardtronics plc,

G. Patrick Phillips, Chair Jorge M. Diaz Julie Gardner Mark Rossi

45 EXECUTIVE COMPENSATION Summary Compensation Table for 2017 The following table discloses the compensation paid to or earned by our Named Executive Officers serving during the applicable period:

Non-Equity Stock Incentive Plan All Other Name & Principal Position Year Salary Bonus (1) Awards (2) Compensation(3) Compensation(4) Total Steven A. Rathgaber (6) ...... 2017 $700,000 $ — $3,141,086 $605,016 $ 11,526 $4,457,628 Former Chief Executive Officer 2016 693,750 — 3,447,783 580,134 11,326 4,732,993 2015 668,750 — 3,014,486 726,153 8,676 4,418,065

Edward H. West ...... 2017 $600,000 $ — $1,884,680 $518,585 $ 11,394 $3,014,659 Chief Executive Officer, Former Chief 2016 575,000 — 3,723,904 797,258 511,145 5,607,307 Financial Officer/Chief Operations Officer

Gary W. Ferrera ...... 2017 $ 41,954 $100,000 $ 499,994 $ 44,281 $ 50 $ 686,279 Chief Financial Officer Dan Antilley ...... 2017 $243,285 $100,000 $1,407,641 $425,000 $ 327 $2,176,253 Chief Information Security Officer Stuart Mackinnon ...... 2017 $330,512 $ — $1,011,665 $243,431 $ 11,237 $1,596,845 Executive Vice President Technology and Operations & Chief Information Officer Brian Bailey ...... 2017 $350,000 $ — $ 366,473 $295,910 $ 11,262 $1,023,645 Executive Vice President & Managing Director, North America P. Michael McCarthy (6) ...... 2017 $43,661 $ — $ — $ — $1,407,197 $1,450,858 Former Chief Information Officer 2016 387,000 — 796,421 298,571 11,123 1,493,115 2015 352,688 — 964,621 290,461 8,412 1,616,182

(1) Messrs. Ferrera and Antilley were each provided $100,000 sign-on bonuses in connection with the commencement of their employment with the Company on November 28, 2017 and May 30, 2017, respectively. See discussion in CD&A. (2) Amounts included in the ‘‘Stock Awards’’ columns represent the aggregate grant date fair value of the awards made to our Named Executive Officers, computed in accordance with Financial Accounting Standards Board (‘‘FASB’’) Accounting Standard Codification (‘‘ASC’’) Topic 718, disregarding any estimates for forfeitures. A portion of the awards made to our Named Executive Officers are performance-based RSUs that are based upon the probable outcome of certain performance conditions at the date of grant. The grant date fair values ultimately realized by the executives upon the actual earning of the awards may be or were different to the values reflected above. For the performance-based stock awards granted in 2017, Messrs. Rathgaber, West, Antilley, Mackinnon and Bailey earned 83% of the target number of performance-based RSUs. Additionally, Messrs. Ferrera and Antilley received new hire grants of 27,762 and 29,189 service-based RSUs in connection with the start of their employment at the Company and Mr. Mackinnon received a promotion-related grant of 15,000 RSUs. RSU vesting is based on the continued employment with the Company (or to an employee’s qualified retirement date, if earlier). Mr. McCarthy did not receive any equity awards under the 2017 LTIP. (3) Represents amounts paid to each of the Named Executive Officers under our 2017 Cash Incentive Plan in March 2017 based on the achievement of certain performance levels discussed in the ‘‘2017 Cash Incentive Plan Performance Levels’’ section on page 39 above.

46 (4) Amounts presented in the ‘‘All Other Compensation’’ column for 2017 include the following:

Matching Life 401(k) Insurance Name Contributions Premiums Other Total Steven A. Rathgaber ...... $10,800 $726 $ — $ 11,526 Edward H. West ...... $10,800 $594 $ — $ 11,324 Gary W. Ferrera ...... $ — $ 50 $ — $ 50 Dan Antilley ...... $ — $327 $ — $ 327 Stuart Mackinnon ...... $10,800 $437 $ — $ 11,237 Brian Bailey ...... $10,800 $462 $ — $ 11,262 P. Michael McCarthy (5) ...... $10,800 $ — $1,396,397 $1,407,197

(5) Mr. McCarthy’s retired effective February 1, 2017. In accordance with the retirement agreement dated January 3, 2017, Mr. McCarthy was entitled to severance payments totaling $1,396,277, including the payment of a pro-rata portion of his Cash Incentive Plan award for 2017. In addition, he received salary and benefits totaling $54,581 prior to his retirement. See ‘‘Employment Agreement with P. Michael McCarthy—Former Executive Vice President—Technology and Operations & Chief Information Officer’’ on page 51.

(6) Mr. Rathgaber retired effective December 31, 2017.

Grants of Plan-Based Awards for 2017 The following table sets forth certain information with respect to the RSUs granted during the year ended December 31, 2017 as well as the details regarding other plan-based awards granted in 2017 to each of our Named Executive Officers:

All Other Stock Awards: Estimated Possible Payouts Estimated Future Payouts Number of Grant Under Non-Equity Under Equity Incentive Plan Shares of Date Fair Incentive Plan Awards (1) Awards (Number of Units) (2) Stock or Value of Type of Incentive Units Stock Name Plan Award Grant Date Threshold Target Maximum Threshold Target Maximum Awards (3) Awards (4) Steven A. Rathgaber . . Cash Plan — $350,000 $700,000 $1,400,000 — — — — — Service-based LTIP 3/31/2017 — — — — — — — $ 785,260 Performance-based LTIP 3/31/2017 — — — 25,196 50,392 100,784 — $2,355,826 Edward H. West . . . . . Cash Plan — $300,000 $600,000 $1,200,000 — — — — — Service-based LTIP 3/31/2017 — — — — — — — $ 471,193 Performance-based LTIP 3/31/2017 — — — 15,118 30,235 60,470 — $1,413,486 Gary W. Ferrera . . . . . Cash Plan — $110,000 $550,000 $1,100,000 — — — — — New Hire 11/28/2017 — — — — — — 27,762 $ 499,994 Dan Antilley ...... Cash Plan — $212,500 $425,000 $ 850,000 — — — — — New Hire 5/30/2017 — — — — — — 29,189 $1,000,015 Service-based LTIP 5/30/2017 — — — — — — — $ 101,924 Performance-based LTIP 5/30/2017 — — — 4,461 8,923 17,846 — $ 305,702 Stuart Mackinnon . . . . Cash Plan — $117,250 $234,500 $ 351,750 — — — — — Service-based LTIP 3/31/2017 — — — — — — 1,876 87,703 Performance-based LTIP 3/31/2017 — — — 2,814 5,627 11,254 — $ 263,062 Service-based LTIP 4/19/2017 — — — — — — 15,000 660,900 Brian Bailey ...... Cash Plan — $148,750 $297,500 $ 446,250 — — — — — Service-based LTIP 3/31/2017 — — — — — — 1,960 $ 91,630 Performance-based LTIP 3/31/2017 — — — 2,940 5,879 11,758 — $ 274,843 P. Michael McCarthy (5) .

(1) Represents possible payouts under 2017 Cash Incentive Plan for those executives employed for the entirety of 2017. For 2017, Mr. Ferrera earned a prorated payment based on the actual time of his service and Mr. Antilley was entitled to a payment at target.

(2) Represents performance-based RSU awards under 2017 LTIP. See 2017 Long-Term Incentive Plan section on page 41.

(3) Represents service-based RSU awards under 2017 LTIP, including a New Hire Award for each of Messrs. Ferrera and Antilley and a promotion-related grant of 15,000 RSU awards for Mr. Mackinnon.

(4) Calculated the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718.

(5) Mr. McCarthy retired effective February 1, 2017 in accordance with the retirement agreement dated January 3, 2017 and did not earn or receive awards under our 2017 Cash Incentive Plan or Long-Term Incentive program.

47 Outstanding Equity Awards at Fiscal 2017 Year-End The following table sets forth information for each of our Named Executive Officers regarding the number of RSUs that have not vested as of December 31, 2017. As of December 31, 2017 there were no shares subject to exercisable stock options outstanding.

Stock Awards Equity Equity Incentive Plan Incentive Plan Awards: Awards: Market Value Number of Market Value Number of of Unearned Units of Units Unearned Units Units That That Have Not That Have Not That Have Not Have Not Name Grant Date Vested(#) (2) Vested($) (1) Vested(#) (3) Vested($) (4) Steven A. Rathgaber (6) ...... 3/31/2017 16,797 $ 311,080 50,392 $933,260 3/22/2016 122,824 $2,274,700 — $ — 3/24/2015 43,867 $ 812,417 — $ — 3/27/2014 23,746 $ 437,776 — $ — Edward H. West ...... 3/31/2017 10,079 $ 186,663 30,235 $559,952 3/22/2016 61,412 $1,137,350 — — 1/11/2016 30,893(3) $ 572,138 — $ — Gary W. Ferrera ...... 11/28/2017(7) 27,762 $ 514,152 — — Dan Antilley ...... 5/30/17(7) 32,164 $ 595,677 8,923 $165,254 Stuart Mackinnon ...... 4/19/17(7) 15,000 $ 277,800 — — 3/31/17 1,876 $ 34,744 5,627 $104,212 4/15/16 5,976 $ 110,676 — — 7/20/15 3,556 $ 65,857 — — Brian Bailey ...... 3/31/17 1,960 $ 36,299 5,879 $108,879 P. Michael McCarthy (5) ...... —————

(1) The market value of RSUs that have not yet vested is based on the closing market price of our stock on December 29, 2017 of $18.52 per share. (2) Other than with respect to the service-based RSUs granted to Mr. West on January 11, 2016, service-based RSUs generally vest after 24, 36, and 48 months from January 31st of the grant year, at the rate of 50%, 25%, and 25%, respectively (or to an employee’s qualified retirement date, if earlier), subject to continued service on each applicable vesting date. RSUs were granted under each respective year’s LTIP, which are governed by our 2007 Plan. (3) Service-based RSUs vest at the rate of 25% on each of December 15th of 2016, 2017, 2018 and 2019, subject to continued service on each applicable vesting date. (4) Performance based-awards presented based on target-level of achievement. See ‘‘2017 Long-Term Incentive Plan’’ above on page 41. (5) Mr. McCarthy’s employment with us terminated effective February 1, 2017 in accordance with the retirement agreement dated January 3, 2017. Under this arrangement the stock awards vesting January 2017 became vested and all other stock awards were forfeited. For further information see the Summary Compensation Table and related discussion. (6) Upon his retirement on December 31, 2017, Mr. Rathgaber retained his then-outstanding RSU awards. In accordance with his employment agreement, the underlying shares will be issued following his retirement date. For a description of his employment agreement and his equity awards in connection with his retirement see ‘‘Employment Agreement with Steven A. Rathgaber’’ below. (7) New-hire RSU awards granted upon initial employment with the Company and 15,000 RSU awards upon promotion for Mr. Mackinnon. See discussion of such awards granted in 2017 in ‘‘New Hire and Other Grants’’ on page 43 above.

48 Option Exercises and Stock Vested During Fiscal Year 2017 The following table sets forth information relating to each vesting of restricted stock awards and RSUs during the year ended December 31, 2017 for each of our Named Executive Officers.

Stock Awards Number of Shares/Units Acquired on Value Realized Name Vesting on Vesting($) (1) Steven A. Rathgaber ...... 84,810 $4,630,180 Edward H. West ...... 15,447 $ 289,477 Gary W. Ferrera ...... — $ — Dan Antilley ...... — $ — Stuart Mackinnon ...... 1,778 $ 56,843 Brian Bailey ...... 5,201 $ 86,597 P. Michael McCarthy (2) ...... 5,000 $ 274,250

(1) Value realized was calculated by multiplying the market value of our shares (which was the average of the high and low trading price or the closing price of our shares on the applicable vesting date) by the number of shares that became vested on the applicable vesting dates. (2) Mr. McCarthy retired effective February 1, 2017. Pursuant to the retirement agreement dated January 3, 2017, stock awards that were scheduled to vest in January 2017 were vested and all other stock awards were forfeited. For further information please see the Summary Compensation Table and related discussion.

Pension Benefits Currently, we do not offer, and, therefore, none of our Named Executive Officers participate in or have account balances in qualified or nonqualified defined benefit plans sponsored by us. In the future, however, our Compensation Committee may elect to adopt qualified or nonqualified defined benefit plans if it determines that doing so is in our best interests (e.g., in order to attract and retain employees.)

Nonqualified Deferred Compensation In 2015, our Compensation Committee elected to provide our officers, directors and other employees with nonqualified deferred compensation benefits. Under our nonqualified deferred compensation program, eligible employees (including non-employee directors) had the ability to defer eligible cash and equity compensation to a trust administered by a third party. No new deferrals were allowed under the program during 2017 and any future deferrals will be subject to the discretion of our Compensation Committee.

Named Executive Officer Employment-Related Agreements The following is a description of the material terms of the employment agreements we had with our Named Executive Officers as of December 31, 2017: Employment Agreement with Steven A. Rathgaber—Chief Executive Officer. Mr. Rathgaber served as our Chief Executive Officer and a director of our Board from February 1, 2010 through his retirement on December 31, 2017. We entered into an employment agreement with Mr. Rathgaber that was effective February 1, 2010. Under the terms of his agreement, Mr. Rathgaber received a base salary presented in the ‘‘Salary’’ column of the ‘‘Summary Compensation Table for 2017’’ above, that was subject to periodic review by our Board (or a committee thereof). Additionally, subject to our achieving certain performance standards set by our Compensation Committee, Mr. Rathgaber was eligible to receive an annual award

49 under a non-equity incentive plan on or before March 15th of each year. In addition, Mr. Rathgaber was entitled to receive perquisite benefits made available to other senior officers, sick leave and paid vacation time each year. The agreement with Mr. Rathgaber provided for an initial term of three years, subject to automatic one-year renewals thereafter unless the agreement was terminated in accordance with its terms. The initial three-year term of our employment agreement with Mr. Rathgaber expired in February 2013; however, the agreement was renewed annually until Mr. Rathgaber’s retirement on December 31, 2017. Employment Agreement with Edward H. West—Chief Executive Officer and Former Chief Financial Officer/Chief Operations Officer. In December 2015, we entered into an employment agreement with Mr. West, for his employment commencing January 2016, and in the role of Chief Financial Officer effective February 22, 2016. Under the terms of his agreement, Mr. West received a base salary presented in the ‘‘Salary’’ column of the ‘‘Summary Compensation Table for 2017’’ above, that was subject to periodic review by our Board (or a committee thereof) and that could be increased at any time. Additionally, subject to our achieving certain performance standards set by our Compensation Committee, Mr. West was eligible to receive an annual award under a non-equity incentive plan and an annual LTIP award. Mr. West’s agreement further entitled him to a sign-on $2,000,000 incentive award in the form of RSUs to vest over four years, and a $500,000 relocation allowance. In addition, Mr. West was entitled to receive perquisite benefits made available to other senior officers, sick leave and paid vacation time each year. In July 2016, Mr. West’s role was expanded to also include the role of Chief Operations Officer. His employment agreement was not amended in connection with his new role. The agreement with Mr. West provided for an initial term of three years, subject to automatic one-year renewals thereafter unless the agreement is terminated in accordance with its terms. In December 2017, we entered into an employment agreement with Mr. West, for his promotion to Chief Executive Officer commencing January 1, 2018. Under the terms of his agreement, Mr. West will receive a base salary of $750,000, that is subject to periodic review by our Board (or a committee thereof) and that could be increased at any time. Additionally, subject to our achieving certain performance standards set by our Compensation Committee, Mr. West remains eligible to receive an annual award under non-equity incentive plan and an annual LTIP award. Mr. West’s agreement further entitled him to $5,500,000 of promotion incentive awards in the form of time-based and performance-based RSUs to vest over three years. In addition, Mr. West was entitled to receive perquisite benefits made available to other senior officers, sick leave and paid vacation time each year. Employment Agreement with Gary W. Ferrera—Chief Financial Officer. In November 2017, we entered into an employment agreement with Mr. Ferrera. Under the terms of his agreement, Mr. Ferrera received a base salary, presented in the ‘‘Salary’’ column of the ‘‘Summary Compensation Table for 2017’’ above, that was subject to periodic review by our Board (or a committee thereof) and that could be increased at any time. Additionally, subject to our achieving certain performance standards set by our Compensation Committee, Mr. Ferrera was eligible to receive an annual award under a non-equity incentive plan and an annual LTIP award. Mr. Ferrera’s agreement further entitled him to a sign-on $500,000 incentive award in the form of RSUs to vest over four years, and a $100,000 sign-on bonus and reimbursement of certain relocation costs. In addition, Mr. Ferrera was entitled to receive perquisite benefits made available to other senior officers, sick leave and paid vacation time each year. Employment Agreement with Dan Antilley—Chief Information Security Officer. In May 2017, we entered into an employment agreement with Mr. Antilley. Under the terms of his agreement, Mr. Antilley received a base salary, presented in the ‘‘Salary’’ column of the ‘‘Summary Compensation Table for 2017’’ above, that was subject to periodic review by our Board (or a committee thereof) and that could be increased at any time. Additionally, subject to our achieving certain performance standards set by our Compensation Committee, Mr. Antilley was eligible to receive an annual award under a non-equity incentive plan and an annual LTIP award. The non-equity incentive plan award for 2017 was to be no less than $425,000. Mr. Antilley’s agreement further entitled him to a sign-on $1,000,000 incentive award in the form of RSUs to vest over four years, and a $100,000 sign-on bonus and reimbursement of certain

50 relocation costs. In addition, Mr. Antilley was entitled to receive perquisite benefits made available to other senior officers, sick leave and paid vacation time each year. Employment Agreement with Stuart Mackinnon—Executive Vice President—Technology and Operations & Chief Information Officer. On February 1, 2017, we entered into an employment agreement with Mr. Mackinnon when he began serving as our Executive Vice President—Technology and Operations & Chief Information Officer. Under the terms of his agreement, Mr. Mackinnon received a base salary presented in the ‘‘Salary’’ column of the ‘‘Summary Compensation Table for 2017’’ above, that is subject to periodic review by our Board (or a committee thereof) and may be increased at any time. Additionally, subject to our achieving certain performance standards set by our Compensation Committee, Mr. Mackinnon may be eligible to receive an annual award under a non-equity incentive plan and an annual LTIP award. Mr. Mackinnon is entitled to receive perquisite benefits made available to other senior officers, sick leave and paid vacation time each year. Employment Agreement with Brian Bailey—Managing Director, North America. We entered into an employment agreement with Mr. Bailey in November 2016 when he began serving as our Managing Director, North America. Under the terms of his agreement, Mr. Baily received a base salary presented in the ‘‘Salary’’ column of the ‘‘Summary Compensation Table for 2017’’ above, that is subject to periodic review by our Board (or a committee thereof) and may be increased at any time. Additionally, subject to our achieving certain performance standards set by our Compensation Committee, Mr. Bailey may be eligible to receive an annual award under a non-equity incentive plan and an annual LTIP award. Mr. Bailey is entitled to receive perquisite benefits made available to other senior officers, sick leave and paid vacation time each year. Employment Agreement with P. Michael McCarthy—Former Executive Vice President—Technology and Operations & Chief Information Officer. For 2016, Mr. McCarthy was party to an employment agreement with us that provided for the base salary, non-equity incentive plan award, and perquisites reported in the ‘‘Summary Compensation Table for 2016’’ above. On January 3, 2017, in connection with Mr. McCarthy’s retirement from his position of Executive Vice President—Technology and Operations & Chief Information Officer effective February 1, 2017, Mr. McCarthy entered into a retirement agreement with us, entitling him to payments and benefits in accordance with his original employment agreement, which includes the payout of the amount he earned under the 2016 non-equity incentive plan, a prorated portion of the 2017 non-equity incentive plan, payment of an amount equal to two times his base salary and average annual bonus as of his retirement. Any unvested equity awards at the time of his retirement were forfeited.

Potential Payments upon a Termination or Change in Control We provide our Named Executive Officers with certain severance and change in control benefits in order to provide them with assurances against certain types of terminations without cause or resulting from change in control transactions where the terminations were not based upon cause. This type of protection is intended to provide the executive with a basis for keeping focus and functioning in the shareholders’ interests at all times. In addition to the potential acceleration of our equity-based awards upon certain events, our employment agreements with Messrs. Rathgaber, West, Ferrera and Antilley that were in effect on December 31, 2017 contain severance and change in control provisions. The employment agreements in place as of December 31, 2017 contain the following definitions for each of the possible ‘‘triggering events’’ that could result in a termination payment to the below-referenced Named Executive Officers: • Cause. Messrs. Rathgaber, West and Antilley may be terminated for cause if the executive: (i) engages in gross negligence, gross incompetence, or willful misconduct in the performance of his employment duties; (ii) refuses, without proper legal reason, to perform his employment duties and

51 responsibilities; (iii) materially breaches any material provision of his employment agreement, any written agreement or a corporate policy or code of conduct established; (iv) willfully engages in conduct that is materially injurious to us; (v) discloses without specific authorization confidential information that is materially injurious to us; (vi) commits an act of theft, fraud, embezzlement, misappropriation, or willful breach of a fiduciary duty to us; (vii) is convicted of (or pleads no contest to) a crime involving fraud, dishonesty or moral turpitude, or any felony (or a crime of similar import in a foreign jurisdiction). Mr. Ferrera may be terminated for cause if the executive (i) engages in gross negligence, gross incompetence, or willful misconduct in the performance of his employment duties; (ii) refuses, without proper legal reason, to perform his employment duties and responsibilities; (iii) materially breaches any material provision of his employment agreement, any written agreement or a corporate policy or code of conduct established; (iv) discloses without specific authorization from the Company, except in the good faith performance his duties or in compliance with legal process, confidential information that is materially injurious to us; (v) commits an act of theft, fraud, embezzlement, misappropriation, or willful breach of a fiduciary duty to us; (vi) is convicted of (or pleads no contest to) a crime involving fraud, dishonesty or moral turpitude, or any felony (or a crime of similar import in a foreign jurisdiction). • Change in Control. Mr. Rathgaber’s agreement states that a change in control may occur upon any of the following events: • a merger, consolidation or asset sale where all or substantially all of our assets are sold to another entity if (i) the holders of our equity securities no longer own the same proportion of equity securities of the resulting entity that are entitled to 60% or more of the votes eligible to be cast in the election of directors of the resulting entity or (ii) the members of our Board immediately prior to such transaction no longer constitute at least a majority of the board of directors of the resulting entity immediately after such transaction or event; • our dissolution or liquidation; • the date any person or entity, including a ‘‘group’’ as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the combined voting power of our outstanding securities; or • as a result of or in connection with a contested election of directors, the members of our Board immediately before such election cease to constitute a majority of our Board. A change in control under Messrs. West, Ferrera and Antilley’s employment agreements may occur upon any of the following events: • a merger, reorganization, reincorporation, amalgamation, scheme of arrangement or consolidation involving us or the sale of all or substantially all of our assets to another entity if (i) the holders of our equity securities no longer own the same proportion of equity securities of the resulting entity that are entitled to 70% or more of the votes then eligible to be cast in the election of directors generally of the resulting entity, the transferee entity or any new direct or indirect parent entity or (ii) the members of our Board immediately prior to such transaction no longer constitute at least a majority of the board of directors of the resulting entity, the transferee entity or any new direct or indirect parent entity immediately after such transaction or event; • our dissolution or liquidation, other than a liquidation or dissolution into any entity in which the holders of our equity securities immediately prior to such liquidation or dissolution own immediately after such liquidation or dissolution equity securities of the entity into which we

52 were liquidated or dissolved entitled to 70% or more of the votes then eligible to be cast in the election of directors generally of such entity; • when any person or entity, including a ‘‘group’’ as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) more than 30% of the combined voting power of our outstanding equity securities, other than any entity in which the holders of our equity securities immediately prior to such acquisition own immediately after such acquisition equity securities of the acquiring entity entitled to 70% or more of the votes then eligible to be cast in the election of directors generally of the acquiring entity; or • as a result of or in connection with a contested election of directors, the members of our Board immediately before such election shall cease to constitute a majority of our Board. Our Named Executive Officers may be subject to a federal excise tax in the U.S. on compensation they receive in connection with a change in control of our company. The value determined in accordance with Section 280G of the Code of payments and benefits provided that are contingent upon a change in control may be subject to a 20% excise tax in the U.S. to the extent of the excess of such value over the executive’s average annual taxable compensation from our company for the five years preceding the year of the change in control (or such shorter period as the executive was employed by us), if the total value of such payments and benefits equals or exceeds an amount equal to three times such average annual taxable compensation. In accordance with their employment agreements, if such excise tax is applicable, Mr. Rathgaber would have been entitled to receive a ‘‘gross-up payment’’ from Cardtronics in an amount necessary to place him in the same after-tax position had no portion of such contingent payments been subject to excise tax. None of our other executives have employment agreements provide for a potential gross-up payment. • Good Reason. Mr. Rathgaber may terminate employment for good reason upon the occurrence of any of the following good reason events: (i) a material diminution in the executive’s base salary; (ii) a material diminution of the executive’s authority, duties or responsibilities of his job function; (iii) without the executive’s prior consent, a required involuntary relocation of more than 75 miles from our corporate headquarters in Houston, Texas; and (iv) a material breach by us of our agreement with them. Mr. West may terminate employment for good reason upon the occurrence of any of the following good reason events: (i) a diminution in the executive’s base salary, annual non-equity incentive opportunity or annual LTIP opportunity; (ii) a material diminution of the executive’s authority, duties or responsibilities of his job function, including his ceasing to be the Chief Financial Officer of a publicly traded company and the principal domestic operating company of such publicly traded company; (iii) the involuntary relocation of more than 50 miles from our corporate headquarters in Houston, Texas; (iv) a material breach by us of our agreement with Mr. West; or (v) any failure by us to comply with the provisions of Mr. West’s agreement regarding the assumption of his agreement by a successor. Mr. Ferrera may terminate employment for good reason upon the occurrence of any of the following good reason events: (i) a material diminution in base salary, provided that a diminution of less than 5% that is part of an initiative that applies to and affects all similarly situated executive officers substantially the same and proportionately shall not be a material diminution; (ii) a material diminution in authority, duties, or responsibilities as Chief Financial Officer (including, in connection with a change in control, being assigned to any position (including offices, titles and reporting requirements), authority, duties or responsibilities that are not at or with a publicly traded company or ceasing to be the Chief Financial Officer of a publicly traded company; (iii) any material diminution in the Executive’s reporting lines; (iv) a relocation of Executive’s work location

53 by more than 35 miles from the current location; or (v) a material breach by us of our agreement with them. Mr. Antilley may terminate employment for good reason upon the occurrence of any of the following good reason events: (i) a material diminution in base salary, provided that a diminution of less than 5% that is part of an initiative that applies to and affects all similarly situated executive officers substantially the same and proportionately shall not be a material diminution; (ii) a material diminution in authority, duties, or responsibilities as Chief Information Security Officer (including, in connection with a change in control, being assigned to any position (including offices, titles and reporting requirements), authority, duties or responsibilities that are not at or with a publicly traded company or ceasing to be an officer of a publicly traded company; or (iii) a material breach by us of our agreement with them. • Totally Disabled. Under each of Messrs. Rathgaber, West, Ferrera and Antilley’s employment agreements, we have the right to terminate the executive’s employment at any time if the employee is unable to perform his duties or fulfill his obligations by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months (twelve for Mr. Antilley), as certified by a competent physician (without this specifically being deemed as ‘‘totally disabled’’). • Without Cause Termination. Under Messrs. Rathgaber, West, Ferrera and Antilley’s employment agreements, a termination without cause shall mean a termination of the executive’s employment other than for death, voluntary resignation, total disability, or cause. Each of our Named Executive Officers has received equity awards grants pursuant to our 2007 Plan, the award agreements of which contain provisions permitting accelerated lapsing of forfeiture restrictions upon certain termination and change in control scenarios. The equity award treatment in the event of a termination of employment or a change in control under Messrs. Rathgaber and West’s employment agreements is summarized below: • Mr. Rathgaber will receive partial (25%) accelerated upon a termination of employment as a result of death or disability; • Mr. Rathgaber will also receive partial (50%) accelerated upon the occurrence of a change in control; this acceleration will be increased to 100% if a termination without Cause or a Good Reason termination follows such a change in control within 24 months; • Finally, if Mr. Rathgaber terminates his employment with us for Good Reason or if he is terminated by us without Cause, then he will receive partial (25%) accelerated lapsing. • Mr. West will receive full (100%) accelerated on his sign-on award and accelerated on the next vesting tranche of any earned LTIP awards upon a termination of employment as a result of death or disability; • Additionally, if Mr. West terminates his employment with us for Good Reason, or if his employment is terminated by us without cause, he will receive full (100%) accelerated lapsing on his sign-on award and accelerated lapsing on the next vesting tranche of any earned LTIP awards, and if his termination occurs within 24 months following a Change of Control, he will receive full (100%) accelerated lapsing on any LTIP awards, with any applicable performance goals to be deemed achieved at the greater of target or actual levels. Under the terms our long-term incentive RSU awards, if a Named Executive Officer: (i) is terminated due to death or disability; (ii) resigns and such resignation constitutes a ‘‘Qualified Retirement’’ (defined as the employee (a) having been employed for a minimum of five years by us, and (b) being 60 years of age at the time of resignation); or (iii) is involuntarily terminated within 24 months following a Corporate Change (which is substantially the same definition as the Change in Control definition in the employment

54 agreements described above), then the forfeiture restrictions on all earned RSUs that have not previously lapsed will immediately lapse. In the event that a Named Executive Officer is eligible for Qualified Retirement after the end of the performance period, but prior to the date that is 12 months prior to the end of the service-based vesting period, then a Corporate Change that also qualifies as a change in control pursuant to Section 409A of the Code will result in all earned RSUs becoming fully vested and paid out in shares. If the Named Executive Officer is not eligible for a Qualified Retirement during the period noted in the preceding sentence, then the holder may be eligible to receive a replacement award for the RSU. A ‘‘replacement award’’ shall be an award that has a value at least equal to the value of the replaced RSU, it relates to a publicly traded equity security of the successor of the Corporate Change, and it has terms no less favorable to the participant than the terms of the original RSU award. If an RSU holder is provided with a replacement award following a Corporate Change to replace the then-outstanding earned RSUs, then the replaced RSUs will be cancelled. However, if the Named Executive Officer does not receive a replacement award for his or her earned RSUs in connection with a Corporate Change, then the earned RSUs that the Named Executive Officer holds at the time of the Corporate Change will become fully vested and paid out in shares. Unless otherwise noted above, the definitions of the applicable terms in the RSU agreements are substantially similar to the same terms as described above within Messrs. Rathgaber and West’s employment agreements. The table below reflects the amount of compensation payable to our Named Executive Officers in the event of a termination of employment or a change in control of Cardtronics as of December 31, 2017. For purposes of calculating the potential payments, we have made certain assumptions that we have determined to be reasonable and relevant to our shareholders. Upon the occurrence of any of the termination events listed, or in the event of a for-cause termination or a voluntary termination (neither of which are shown in the table below), the terminated executive would receive any base salary amount that had been earned but had not been paid at the time of termination. In the event of a without cause termination, a termination for good reason, or a termination in connection with a change in control, the executive would also be entitled to receive payment of any prior year amount earned under our non-equity incentive plan (if not already paid) and a pro rata portion of the amount earned under our non-equity incentive plan for the year in which the termination occurred. However, such amounts would not be considered ‘‘termination payments’’ but rather would represent compensation earned by the executive for services rendered, and we, therefore, have not reflected the amount of earned but unpaid salary and non-equity incentive compensation awards in the table below. The executives are also entitled to receive reimbursement payments for reasonable business expenses, and we have assumed that for purposes of the calculations below, all expense reimbursements were current as of December 31, 2017. The amount of compensation payable to each applicable Named Executive Officer for each situation is listed below based on the equity award agreements and/or the employment agreements in place for each executive as of December 31, 2017. The amounts shown assume that such termination event was effective as of December 31, 2017 and that the closing price of our shares on December 29, 2017 was $18.52. The amounts below are our best estimates as to the amounts that each executive would receive upon that particular termination event; however, exact amounts that any executive would receive could only be determined upon an actual termination of employment.

55 Potential Payments upon a Termination or Change in Control Table

Termination by Us Without Cause, or Change in Good Reason Control Termination in Termination (Treatment Connection with a Death or Executive Benefits By Executive of RSUs) Change in Control Disability Edward H. West . Base Salary $1,200,000 (1) $ — $1,200,000 (1) $ — Non-equity incentive compensation 1,315,843(1) — 1,315,843 (1) — Post-employment health care 35,191 (1) — 35,191 (1) — Equity Awards 1,140,813 (5) 1,883,966(2) 2,456,104(3) 2,456,104(4) Total $3,123,172 $1,883,966 $5,007,138 $3,028,242 Gary W. Ferrera.. Base Salary $1,100,000 (6) $ — $1,100,000 (6) $ — Non-equity incentive compensation 1,100,000(6) — 1,100,000 (6) — Post-employment health care and auto allowance 23,460(6) — 23,460 (6) — Equity Awards 514,152 (5) 514,152(2) 514,152(2) 514,152(4) Total $2,737,612 $ 514,152 $2,737,612 $ 514,152 Dan Antilley . . . . Base Salary $ 425,000 (7) $ — $ 425,000 (7) $ — Non-equity incentive compensation $ 425,000 (7) $ 425,000 (7) Post-employment health care $ 26,118 (7) — $ 26,118 (7) — Equity Awards $ 540,580 (5) $ 760,931 (2) $ 760,931 (2) 760,931(4) Total $1,416,698 $ 760,931 $1,637,050 $ 760,931 Stuart Mackinnon Equity Awards $ — $ 593,288 (2) $ 593,288 (2) $ 593,288 (4) Brian Bailey . . . . Equity Awards $ — $ 337,805 (2) $ 337,805 (2) $ 337,805 (4)

(1) For Mr. West, in the event of a without cause termination, a good reason termination by the executive or a termination within 24 months of a change in control, the executive would be entitled to receive severance pay equal to two times his then-current base salary plus two times the average amount paid to him in the two preceding calendar years under our non-equity incentive plan. For Mr. West, the average of the executive’s 2017 and 2016 payout amounts under our non-equity incentive plan were used to calculate the values in the table above. All amounts would be payable in bi-monthly installments; provided, however, that if the executive is a ‘‘specified employee’’ under Section 409A of the Code at the time of his termination, the amounts will be delayed for a period of six months to the extent required to avoid additional federal income taxes for the executive. Additionally, in the event Mr. West elected to continue benefits coverage through our group health plan under COBRA, we would reimburse the executive for the COBRA premiums for up to 18 months. (2) Pursuant to the terms of the executives’ 2017 RSU agreements and the terms of our 2017 LTIP, in the event a change in control occurs during a performance period, the awards granted during the performance period shall be treated as earned at the target level. We’ve assumed that the RSUs would be fully vested and settled at the target level, rather than receiving a replacement award. The amounts presented above represent the product of (i) the number of RSUs that would have vested as of December 31, 2017 upon the change in control and (ii) $18.52 the closing price of our shares as of December 29, 2017. (3) Additionally, pursuant to the terms of Mr. West’s employment agreement, in the event Mr. West’s employment is terminated for any reason in connection with a change in control, he will receive 100% accelerated vesting of the new hire RSUs granted to him. The amounts presented above represent the product of (i) the number of RSUs that would have vested as of December 31, 2017 and (ii) $18.52, the closing price of our shares as of December 29, 2017. (4) Pursuant to the terms of the LTIPs, in the event a participant’s employment with us terminates as a result of death or disability after a performance period but prior to full vesting, any unvested earned awards shall become fully vested and settled in shares of company stock as soon as practicable following such employment termination. The amounts presented represent the product of (i) the number of RSUs that would have vested as of December 31, 2017 upon the aforementioned events and (ii) $18.52, the closing price of our shares as of December 29, 2017.

56 Additionally, pursuant to the terms of the 2017 LTIP, in the event a participant’s employment with us terminates as a result of death or disability during the performance period, awards granted during that performance period shall be treated as earned at the target level, with any such earned awards becoming fully vested and paid out in shares of company stock as soon as practicable following such employment termination. The amounts presented represent the product of (i) the number of RSUs that would have vested as of December 31, 2017 upon the aforementioned events and (ii) $18.52, the closing price of our shares as of December 29, 2017. (5) Pursuant to the terms of Messrs. West, Ferrera and Antilley’s employment agreement, in the event that the executive terminates his employment with us for Good Reason or if he is terminated by us without Cause, he will receive 100% accelerated vesting of the new hire RSUs granted to him. The amounts presented above represent the product of (i) the number of RSUs that would have vested as of December 31, 2017 and (ii) $18.52, the closing price of our shares as of December 29, 2017. (6) Pursuant to the terms of Mr. Ferrera’s employment agreement, in the event of a without cause termination or a good reason termination by the executive, he would be entitled to receive severance equal to two times his then-current base salary plus two times the average amount paid to him in the two preceding calendar years under our non-equity incentive plan. However, if the termination occurs prior to the end of the second calendar year following the November 28, 2017 commencement of his employment, then the non-equity incentive compensation used in this calculation shall be the higher of the average annual amounts paid or 100% of the executive’s then-current base salary. All amounts would be payable in bi-monthly installments; provided, however, that if the executive is a ‘‘specified employee’’ under Section 409A of the Code at the time of his termination, the amounts will be delayed for a period of six months to the extent required to avoid additional federal income taxes for the executive. Additionally, in the event the executive elected to continue benefits coverage through our group health plan under COBRA, we would reimburse the executive for the COBRA premiums for up to 18 months. (7) Pursuant to the terms of Mr. Antilley’s employment agreement, in the event of a without cause termination or a good reason termination by the executive, he would be entitled to receive severance equal to his then-current base salary plus the average annual payment under the non-equity incentive plan for the two preceding years. However, if the termination occurs prior to the first anniversary of his employment, then the non-equity incentive compensation used in this calculation shall be the higher of the average annual amounts paid or 100% of the executive’s then-current base salary. All amounts would be payable in bi-monthly installments; provided, however, that if the executive is a ‘‘specified employee’’ under Section 409A of the Code at the time of his termination, the amounts will be delayed for a period of six months to the extent required to avoid additional federal income taxes for the executive. Additionally, in the event the executive elected to continue benefits coverage through our group health plan under COBRA, we would reimburse the executive for the COBRA premiums for up to 18 months.

Retirement Payments for Messrs. Rathgaber and McCarthy Mr. Rathgaber retired effective December 31, 2017. Following his retirement he received $605,016, which was earned under the 2017 Cash Incentive Plan, and his outstanding RSUs continued to vest in accordance with their terms and will be issued six months after his retirement date. Mr. Rathgaber received no additional payments in conjunction with his retirement. Mr. McCarthy’s employment with us terminated effective February 1, 2017. As discussed above, on January 3, 2017, Mr. McCarthy entered into a retirement agreement with us, entitling him to payments and benefits in accordance with his original employment agreement, which includes a prorated portion of the 2017 non-equity incentive plan, payment of an amount equal to two times his base salary and average annual bonus as of his retirement. Upon termination of his employment, Mr. McCarthy received, in accordance with his retirement agreement, an amount equal to $1,396,277 for the foregoing amounts, payable in semi-monthly payments through March 2019. As of December 31, 2017, $858,428 of this amount remained to be paid.

57 Other Terms of Employment Agreements Our employment agreements with Messrs. West, Ferrera and Antilley require the executives to sign a full release within 30 days of the executive’s termination of employment waiving all claims against us, our subsidiaries, and our officers, directors, employees, agents, representatives, or shareholders as a condition to receiving any severance benefits due under the employment agreements. Further, the employment agreements with Messrs. Rathgaber, West, Ferrera and Antilley also contain non-compete and non-solicitation restrictions for a 24-month period (12-month period for Mr. Rathgaber), during which the executives may not: (i) directly or indirectly participate in or have significant ownership in a competing company; (ii) solicit or advise any of our employees to leave our employment; or (iii) solicit any of our customers either for his own interest or that of a third party. Additionally, pursuant to the terms of our 2001 and 2007 Plans (the ‘‘Plans’’), our Compensation Committee, at its sole discretion, may take action related to and/or make changes to stock options and the related option agreements upon the occurrence of an event that qualifies as a Corporate Change under the Plans. Such actions and/or changes could include (but are not limited to): (i) acceleration of the vesting of the outstanding, non-vested options; (ii) modifications to the number and price of shares subject to the option agreements; and/or (iii) the requirement for mandatory cash out of the options (i.e., surrender by an executive of all or some of his outstanding options, whether vested or not, in return for consideration deemed adequate and appropriate based on the specific change in control event). Our Compensation Committee also has discretion to make changes to any awards and the related agreements under the 2007 Plan in the event of a change in our outstanding shares by reason of a recapitalization, a merger, a reorganization or other similar transaction, in order to prevent the dilution or enlargement of rights under the Plans. Such actions and/or changes, if any, may vary among plan participants. As a result of their discretionary nature, these potential changes have not been estimated and are not reflected in the above table.

Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Steven Rathgaber, our CEO, during the year ended December 31, 2017. To identify the median employee, we identified our employee population as of October 1, 2017 and used base salary paid during the year as our consistently applied compensation measure across our global employee population excluding our CEO. Mr. Rathgaber’s annual total compensation for 2017 was $4,457,628, as reflected in the Summary Compensation Table in this proxy statement. The 2017 annual total compensation of our median employee, other than the CEO, calculated in the same manner as required for the Summary Compensation table, was $54,669. As a result, Mr. Rathgaber’s annual total compensation was 82 times that of our median employee in 2017.

Risk Assessment Related to Our Compensation Structure We have reviewed our compensation policies and practices for all employees, including executive officers, and determined that our compensation policies, practices and programs are not reasonably likely to have a material adverse effect on us. Moreover, we believe that several design features of our compensation programs and policies reduce the likelihood of excessive risk-taking: • The program design provides a balanced mix of cash and equity, annual and long-term incentives and performance metrics. • Our 2017 non-equity incentive compensation plan has a cap.

58 • The performance-based RSUs under our 2017 LTIP have a cap of 200% of target. • Our 2017 non-equity incentive compensation plan, the performance-based portion of our 2007 Plan and the 2017 LTIP are subject to our Clawback policy. • Our executive officers and directors are subject to share ownership requirements. • Our executive officers and directors are subject to our insider trading policy, which includes anti-hedging and anti-pledging provisions. • Compliance and ethical behaviors are integral factors considered in all performance assessments. • We set the proper ethical and moral expectations through our policies and procedures and provide various mechanisms for reporting issues. • We maintain an internal and external audit program, which enables us to verify that our compensation policies and practices are aligned with expectations. • We also perform extensive financial analysis work before entering into new contracts or ventures thus making it more difficult for individuals to act against our long-term interest by attempting to manipulate earnings results in the short term. We have determined that, for all employees, our compensation programs do not encourage excessive risk and instead encourage behaviors that support sustainable value creation.

DIRECTOR COMPENSATION The following table provides compensation information for each non-employee director who served as a member of our Board during the year ended December 31, 2017.

Director Compensation Table for 2017

Fees Earned or Stock Name Paid in Cash Awards (1) Total J. Tim Arnoult ...... $113,952 $135,017 $248,969 Jorge M. Diaz ...... $ 98,952 $135,017 $233,969 Julie Gardner ...... $ 98,952 $135,017 $233,969 Dennis F. Lynch ...... $182,903 $135,017 $317,920 G. Patrick Phillips ...... $108,952 $135,017 $243,969 Mark Rossi ...... $118,952 $135,017 $253,969 Juli C. Spottiswood ...... $108,952 $135,017 $243,969

(1) This column shows the grant date fair value of each RSU granted in 2017, as computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating these values may be found in Part II. Item 8. Financial Statements and Supplementary Data, Note 3. Share-Based Compensation, to our audited consolidated financial statements for the fiscal year ended December 31, 2017 included in our Annual Report on Form 10-K. As of December 31, 2017, each non-employee director held 3,030 outstanding RSUs. Only non-employee directors receive compensation for service on our Board. The 2017 compensation paid to our non-employee directors consisted of: • an annual award of RSUs, valued at approximately $135,000 at the time of grant, which vest 12 months from the grant date; • an annual cash retainer of $70,000;

59 • a meeting fee of $10,000 for each Board meeting attended in person in the United Kingdom or other location outside of the United States, with no additional fees paid for committee or other Board meetings attended; • an additional annual cash retainer of $85,000 for the Chair of our Board; • an annual cash retainer of $10,000 for each committee of which the director is a member; and • an additional annual cash retainer of $10,000 for the chair of the Audit, Finance and Compensation committee, and an additional annual cash retainer of $5,000 for the chair of our Nominating & Governance Committee. Cash amounts are paid monthly. In addition, all of our directors are reimbursed for their reasonable expenses incurred in attending Board and committee meetings. The 2017 stock award to all non-employee directors was granted on March 8, 2017 and the forfeiture restrictions lapsed in full on March 8, 2018.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION During 2017, Jorge M. Diaz, Julie Gardner, G. Patrick Phillips and Mark Rossi served on our Compensation Committee. During 2017, no member of our Compensation Committee served as an executive officer or employee (current or former) while serving on our Compensation Committee or had any relationships with us or any of our subsidiaries requiring disclosure. Additionally, none of our executive officers has served as a director or member of our Compensation Committee of any other entity whose executive officers served as a director or member of our Compensation Committee.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS Transactions with our Directors and Officers There were no transactions or series of similar transactions since January 1, 2017 or any currently proposed transactions to which we are or were a party that involved an amount exceeding $120,000 and in which any of our directors, nominees for director, executive officers, holders of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest.

Approval of Related Person Transactions In the ordinary course of business, we may enter into a transaction with related persons. The policies and procedures relating to the approval of related person transactions are set forth in our Related Persons Transactions Policy, which was amended and restated in July 2016. Our Audit Committee is charged with the responsibility of reviewing all the material facts related to any such proposed transaction and either approving or disapproving the entry into such transaction. Our Related Persons Transactions Policy is available on our website at www.cardtronics.com.

60 AUDIT MATTERS Report of our Audit Committee Each member of our Audit Committee is an independent director as such term is defined under the current listing requirements. Our Audit Committee is governed by our Audit Committee Charter, which complies with the requirements of the Sarbanes-Oxley Act of 2002 and corporate governance rules of NASDAQ. Our Audit Committee Charter may be further amended to comply with the rules and regulations of the SEC and NASDAQ listing standards as they continue to evolve. A copy of our Audit Committee Charter is available on our website at www.cardtronics.com. In fulfilling its responsibilities, our Audit Committee has reviewed and discussed the audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 with Cardtronics’ management and independent registered public accounting firm. Management is responsible for the consolidated financial statements and the reporting process, including the system of internal controls. The independent registered public accounting firm is responsible for expressing an opinion on the conformity of those audited consolidated financial statements with U.S. GAAP. Our Audit Committee discussed with the independent registered public accounting firm their independence from Cardtronics and its management including the matters in the written disclosures required by applicable requirements of the Public Company Accounting Oversight Board (the ‘‘PCAOB’’) regarding the independent auditors’ communications with our Audit Committee concerning independence, and considered the compatibility of non-audit services with the registered public accounting firms’ independence. In addition, our Audit Committee discussed the matters required to be discussed by PCAOB Auditing Standard No. 16, as adopted by the PCAOB and approved by the SEC. In reliance on the reviews and discussions referred to above, our Audit Committee recommended to our Board, and our Board approved, the inclusion of the audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 for filing with the SEC. Respectfully submitted by the Audit Committee of the Board of Directors of Cardtronics plc,

Juli C. Spottiswood, Chair Mark Rossi J. Tim Arnoult G. Patrick Phillips

Independent Registered Public Accounting Firm Fee Information Fees for professional services provided by our independent registered public accounting firm, KPMG LLP, in each of the last two fiscal years in each of the following categories were:

2017 2016 (In thousands) Audit Fees ...... $2,098 $2,261 Audit-Related Fees ...... $ 677 $ 130 Tax Fees ...... $ 180 $ 130 All Other Fees ...... $ — $ — Total ...... $2,955 $2,521 Audit fees include fees associated with the annual audit and quarterly review of our financial statements and the separate statutory audits of several of our entities in the United Kingdom, Australia, Germany and Mexico. The 2017 audit fees also include audit services associated with our acquisition of DCPayments and the 2016 audit fees also include audit services associated with the Redomicile

61 Transaction. The tax fees in 2017 and 2016 relate to fees paid to KPMG LLP for general tax consulting services. Our Audit Committee considers whether the provision of these services is compatible with maintaining the registered public accounting firm’s independence and has determined such services for fiscal year 2017 were compatible.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm Among its other duties, our Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. Our Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the independent registered public accounting firm, of which it has delegated its pre-approval authority of certain audit and non-audit services to our Audit Committee Chair. On an as-needed basis, management will communicate specific projects and categories of service for which the advance approval of our Audit Committee Chair or our Audit Committee is requested. Our Audit Committee Chair or our Audit Committee reviews these requests and advises management if the engagement of the independent registered public accounting firm is approved. On a periodic basis, management reports to our Audit Committee regarding the actual spending for such projects and services compared to the approved amounts. Our Audit Committee Chair or our Audit Committee approved all of the services provided by KPMG LLP in 2017 and 2016.

PROPOSALS FOR THE 2019 ANNUAL GENERAL MEETING OF SHAREHOLDERS Pursuant to the various rules promulgated by the SEC and without prejudice to the rights of a shareholder of record under the U.K. Companies Act 2006, shareholders interested in submitting a proposal for inclusion in our proxy materials and for presentation at the 2019 Annual General Meeting of Shareholders may do so by following the procedures set forth in Rule 14a-8 under the Exchange Act. To be eligible for inclusion in such proxy materials, shareholder proposals must be received by our Company Secretary no later than December 3, 2018. Without prejudice to the rights of a shareholder of record under the U.K. Companies Act 2006, eligible shareholders making a nomination for election to our Board or a proposal of business, must deliver proper notice to our Company Secretary no earlier than 120 days and no later than 90 days prior to the anniversary date of the 2018 Annual General Meeting of Shareholders. In other words, for a shareholder nomination for election to our Board or a proposal of business to be considered at the 2019 Annual General Meeting of Shareholders, it should be properly submitted to our Company Secretary no earlier than January 16, 2019 and no later than the close of business on February 15, 2019. Shareholders are advised to review our Articles of Association, which contain further details and additional requirements about advance notice of shareholder proposals and director nominations, including the information required to be included in such notice. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with the requirements as set forth in our Articles of Association. Please see ‘‘Corporate Governance—Our Board— Director Selection and Nomination Process’’ above for additional information concerning the notice requirements for director nominations by shareholders under our Articles of Association. Under Section 338 of the U.K. Companies Act 2006, shareholders meeting the threshold requirements in that section may require the Company to include a resolution in its Notice of Annual General Meeting. Provided that the appropriate thresholds are met, notice of the resolution must be received by our Company Secretary at least six weeks prior to the date of the Annual General Meeting or, if later, at the time notice of the Annual General Meeting is delivered to shareholders.

62 OTHER MATTERS Management does not intend to bring before the Annual Meeting any matters other than those set forth herein and has no present knowledge that any other matters will or may be brought before the Annual Meeting by others. However, if any other matters properly come before the Annual Meeting, then the Proxy Holders will vote the proxies as recommended by our Board or, if no recommendation is given, in their own discretion.

ANNUAL REPORT TO SHAREHOLDERS Our Annual Report on Form 10-K, which includes our consolidated financial statements for the fiscal year ended December 31, 2017, accompanies the proxy material and is available at www.cardtronics.com. Our Annual Report on Form 10-K is not part of the proxy solicitation material. We will provide you, without charge upon your request, printed copies of our Annual Report on Form 10-K for the year ended December 31, 2017. We will furnish a copy of any exhibit to our Annual Report on Form 10-K upon payment of a reasonable fee, which shall be limited to our reasonable expenses in furnishing the exhibit. You may request such copies by contacting our Company Secretary, Aimie Killeen, by mail to Cardtronics plc, 3250 Briarpark Drive, Suite 400, Houston, Texas 77042 or by telephone at (832) 308-4518.

Annex A

NOTE: The Directors’ Remuneration Report was prepared in conjunction with and included as Annex A to our Company’s proxy statement filed with the United States Securities and Exchange Commission on April 2, 2018. To facilitate inclusion in our U.K. Companies Act filing, this report has been presented at Appendix 2. This report should be read in conjunction with the proxy statement presented at Appendix 3.

Appendix 4: Additional Director Biographical Updates

The following biographical information was updated subsequent to the filing of our Proxy Statement with the U.S. Securities and Exchange Commission on 2 April 2018.

Julie Gardner has served as a director of our company since October 2013. Ms. Gardner has over 25 years of marketing experience in the retail industry and was cited by Forbes in 2012, as the 11th most influential Chief Marketing Officer in the world. Ms. Gardner retired from her retail career in 2012, after most recently serving as Executive Vice President and Chief Marketing Officer for Kohl’s Department Stores. During her 14 year tenure at Kohl’s, 887 new stores were opened and 25 new brands were launched to the portfolio of private, exclusive and national brands. She has been credited for the successful launch of numerous exclusive brands including Simply Vera Wang, Elle, Food Network, Chaps, Dana Buchman, Candies, Lauren Conrad, Jennifer Lopez and Tony Hawk. While at Kohl’s, Ms. Gardner created the Kohl’s Cares program, the first philanthropic strategy for the company, which raised over $200 million between 2000 and 2012 for children’s health and educational programs, and lead the funding and development of the TED educational program with the TED organization. From 1985 to 1999, Ms. Gardner served in a number of positions for Eckerd Corporation, a retail drug store company operating over 3,000 stores in the Southeast and Southwest, serving as Chief Marketing Officer from 1994 to 1999. Prior to joining Eckerd Corporation, Ms. Gardner served in Account Management with two advertising firms and previously served as the North American Chair of the Bonial International Group’s Advisory Board as well as other not for profit boards. Her vast success has led to numerous awards, including 20 Addy Awards, 30 RACie awards and an Emmy Award from the Academy of Arts and Sciences. Ms. Gardner holds a Bachelor of Science degree from the University of Minnesota.

Ms. Gardner has expansive marketing and advertising experience in the retail industry and we believe her experience and her background with rapid business expansion, as well as her insights with drugstore chains, a key retailer constituent of Cardtronics, make her well-qualified to serve on our Board, our Nominating & Governance Committee and our Compensation Committee.

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Definitive Proxy Statement  Definitive Additional Materials  Soliciting Material under §240.14a-12 CARDTRONICS PLC (Name of Registrant as Specified In Its Charter)

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1 Explanatory Note: These additional materials are being filed solely to correct certain inadvertent clerical errors within the “Potential Payments upon a Termination or Change in Control” table and related footnotes presented on pages 56-57 of the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on April 2, 2018 (the “Proxy Statement”).

Set forth below is an amended and restated “Potential Payments upon a Termination or Change in Control Table,” which replaces in its entirety the “Potential Payments upon a Termination or Change in Control Table” presented on pages 56-57 of the Proxy Statement.

Potential Payments upon a Termination or Change in Control Table

Termination by Us Without Cause, or Change in Good Reason Control Termination in Termination (Treatment Connection with a Death or Executive Benefits By Executive of RSUs) Change in Control Disability Edward H. West ...... Base Salary $ 1,200,000 (1) $ — $ 1,200,000 (1) $ — Non-equity incentive compensation 1,315,843 (1) — 1,315,843 (1) — Post-employment health care 35,191 (1) — 35,191 (1) — Equity Awards 572,138 (5) 1,883,966 (2) 2,456,104 (3) 2,456,104 (4) Total $ 3,123,172 $ 1,883,966 $ 5,007,138 $ 2,456,104 Gary W. Ferrera ...... Base Salary $ 1,100,000 (6) $ — $ 1,100,000 (6) $ — Non-equity incentive compensation 1,100,000 (6) — 1,100,000 (6) — Post-employment health care 35,191 (6) — 35,191 (6) — Equity Awards 514,152 (5) 514,152 (2) 514,152 (2) 514,152 (4) Total $ 2,749,343 $ 514,152 $ 2,749,343 $ 514,152 Dan Antilley ...... Base Salary $ 425,000 (7) $ — $ 425,000 (7) $ — Non-equity incentive compensation 425,000 (7) 425,000 (7) Post-employment health care 39,178 (7) — 39,178 (7) — Equity Awards — 760,931 (2) 760,931 (2) 760,931 (4) Total $ 889,178 $ 760,931 $ 1,650.109 $ 760,931 Stuart Mackinnon ...... Equity Awards $ — $ 593,288 (2) $ 593,288 (2) $ 593,288 (4) Brian Bailey ...... Equity Awards $ — $ 337,805 (2) $ 337,805 (2) $ 337,805 (4)

Additionally, in the event Mr. West elected to continue benefits coverage through our group health plan under COBRA, we would reimburse the executive for the COBRA premiums for up to 18 months.

(2) Pursuant to the terms of the executives’ 2017 RSU agreements and the terms of our 2017 LTIP, in the event a change in control occurs during a performance period, the awards granted during the performance period shall be treated as earned at the target level. We’ve assumed that the RSUs would be fully vested and settled at the target level, rather than receiving a replacement award. The amounts presented above represent the product of (i) the number of RSUs that would have vested as of December 31, 2017 upon the change in control and (ii) $18.52 the closing price of our shares as of December 29, 2017.

(3) Additionally, pursuant to the terms of Mr. West’s employment agreement, in the event Mr. West’s employment is terminated for any reason in connection with a change in control, he will receive 100% accelerated vesting of the new hire RSUs granted to him. The amounts presented above represent the product of (i) the number of RSUs that would have vested as of December 31, 2017 and (ii) $18.52, the closing price of our shares as of December 29, 2017.

2 (4) Pursuant to the terms of the LTIPs, in the event a participant’s employment with us terminates as a result of death or disability after a performance period but prior to full vesting, any unvested earned awards shall become fully vested and settled in shares of company stock as soon as practicable following such employment termination. The amounts presented represent the product of (i) the number of RSUs that would have vested as of December 31, 2017 upon the aforementioned events and (ii) $18.52, the closing price of our shares as of December 29, 2017.

Additionally, pursuant to the terms of the 2017 LTIP, in the event a participant’s employment with us terminates as a result of death or disability during the performance period, awards granted during that performance period shall be treated as earned at the target level, with any such earned awards becoming fully vested and paid out in shares of company stock as soon as practicable following such employment termination. The amounts presented represent the product of (i) the number of RSUs that would have vested as of December 31, 2017 upon the aforementioned events and (ii) $18.52, the closing price of our shares as of December 29, 2017.

(5) Pursuant to the terms of Messrs. West and Ferrera’s employment agreement, in the event that the executive terminates his employment with us for Good Reason or if he is terminated by us without Cause, he will receive 100% accelerated vesting of the new hire RSUs granted to him. The amounts presented above represent the product of (i) the number of RSUs that would have vested as of December 31, 2017 and (ii) $18.52, the closing price of our shares as of December 29, 2017.

(6) Pursuant to the terms of Mr. Ferrera’s employment agreement, in the event of a without cause termination or a good reason termination by the executive, he would be entitled to receive severance equal to two times his then-current base salary plus two times the average amount paid to him in the two preceding calendar years under our non-equity incentive plan. However, if the termination occurs prior to the end of the second calendar year following the November 28, 2017 commencement of his employment, then the non-equity incentive compensation used in this calculation shall be the higher of the average annual amounts paid or 100% of the executive’s then-current base salary. All amounts would be payable in bi-monthly installments; provided, however, that if the executive is a “specified employee” under Section 409A of the Code at the time of his termination, the amounts will be delayed for a period of six months to the extent required to avoid additional federal income taxes for the executive.

Additionally, in the event the executive elected to continue benefits coverage through our group health plan under COBRA, we would reimburse the executive for the COBRA premiums for up to 18 months.

(7) Pursuant to the terms of Mr. Antilley’s employment agreement, in the event of a without cause termination or a good reason termination by the executive, he would be entitled to receive severance equal to his then-current base salary plus the average annual payment under the non-equity incentive plan for the two preceding years. However, if the termination occurs prior to the first anniversary of his employment, then the non-equity incentive compensation used in this calculation shall be the higher of the average annual amounts paid or 100% of the executive’s then-current base salary. All amounts would be payable in bi-monthly installments; provided, however, that if the executive is a “specified employee” under Section 409A of the Code at the time of his termination, the amounts will be delayed for a period of six months to the extent required to avoid additional federal income taxes for the executive.

Additionally, in the event the executive elected to continue benefits coverage through our group health plan under COBRA, we would reimburse the executive for the COBRA premiums for up to 18 months.