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•	Market Leading Customer Satisfaction;

•	Exceptional Staff Engagement;

•	Attractive Shareholder Returns; and

•	Most Efficient Provider of Cash.

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*	USFS stores are excluded from presentation.

**	During the third quarter of fiscal 2013, we implemented a plan to close 87 legacy stores in a variety of locations. These stores were generally older, smaller stores that did not fit our future growth profile.

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We are subject to the federal Gramm-Leach-Bliley Act and its underlying regulations, as well as various state laws and regulations relating to privacy and data security. Under these regulations, we are required to disclose to our customers our policies and practices relating to the protection and sharing of customers’ nonpublic personal information. These regulations also require us to ensure that our systems are designed to protect the confidentiality of customers’ nonpublic personal information, and many of these regulations dictate certain actions that we must take to notify customers if their personal information is disclosed in an unauthorized manner. We are subject to the Fair Credit Reporting Act, which was enacted, in part, to address privacy concerns associated with the sharing of consumers’ financial information and credit history contained in consumer credit reports and limits our ability to share certain consumer report information. We are subject to the Federal Fair and Accurate Credit Transactions Act, which amended

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•	Under the USA PATRIOT Act, we must maintain an anti-money laundering compliance program that includes the development of internal policies, procedures and controls; the designation of a compliance officer; an ongoing employee training program; and an independent audit function to test the program.

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We are also subject to the Bank Secrecy Act and its underlying regulations, which require us to report and maintain records of certain high-dollar transactions. In addition, federal laws and regulations prohibit us from doing business with terrorists and require us to report certain suspicious transactions to the Financial Crimes Enforcement Network of the Treasury Department (“FinCen”). Generally, a transaction is considered to be suspicious if we know, suspect or have reason to suspect that the transaction (a) involves funds derived from illegal activity or is intended to hide or disguise such funds, (b) is designed to evade the requirements of the Bank Secrecy Act or (c) appears to serve no legitimate business or lawful purpose.

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•	General Law of Auxiliary Credit Organizations and Credit Activities — As a Non-Regulated SOFOM, Grupo Finmart is not subject to the supervision of the CNBV, except with respect to provisions related to money laundering.

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Law for the Protection and Defense of Financial Service Users — The purpose of this law is to protect and defend the rights and interests of users of financial services. To this end, the law provides for the creation of CONDUSEF, an autonomous entity that protects the interests of users of financial services. CONDUSEF acts as arbitrator with respect to disputes submitted to its jurisdiction and seeks to promote better relationships among users of financial institutions and the financial institutions. As a SOFOM, Grupo Finmart must submit to CONDUSEF’s jurisdiction in all conciliation proceedings and may choose to submit to CONDUSEF’s jurisdiction in all arbitration proceedings that may be brought before it. We may be required to provide reserves against contingencies that could arise from proceedings pending before CONDUSEF. We may also be subject to recommendations by CONDUSEF regarding our adhesion agreements or information used to provide our services. We may be subject to coercive measures or sanctions imposed by CONDUSEF.

•	Law for the Transparency and Ordering of Financial Services — The purpose of this law is to regulate certain fees and other aspects related to financial services in an effort to make financial services more transparent and to protect the interests of the users of such services.

•	General Provisions in Terms of Transparency Applicable to Multiple Purpose Financial Institutions, Non-Regulated Entities — The purpose of this law is to regulate the contract with customers, account statements and advertising.

•	Law for the Protection of Personal Data — The purpose of this law is to protect personal data and to enforce processing of personal data in order to ensure privacy and the right to consent with respect to the use of protected information.

•	Money Laundering Regulations — Mexico’s current anti-money laundering rules impose various requirements, including:

•	The establishment and implementation of procedures and policies, including client identification and know-your-customer policies, to prevent and detect actions, omissions or transactions that might favor, assist or cooperate in any manner with terrorism or money laundering activities;

•	Implementing procedures for detecting relevant, unusual and internal suspicious transactions;

•	Reporting of relevant, unusual and internal suspicious transactions to the CNBV and the Ministry of Finance and Public Credit;

•	The establishment of a communication and control committee (which, in turn, must appoint a compliance officer) in charge of, among other matters, supervising compliance with anti-money laundering provisions; and

•	Certain audit, training and reporting requirements.

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*	We acquired a 60% interest in Grupo Finmart in January 2012 and began consolidating its results of operations.

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*	We acquired a 60% controlling interest in Grupo Finmart in January 2012 and began consolidating its results of operations.

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Core pawn revenue (pawn service charges and merchandise sales) from the U.S. Pawn and Mexico Pawn segments increased 1% and 6%, respectively, from fiscal 2014. The Mexico Pawn core pawn revenue growth rate was 22% on a constant currency basis. See “Part II, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — Non-GAAP Financial Information” below.

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We acquired an additional 25 pawn stores (12 in Central Texas, 8 in Arizona and 5 in Oregon). The Central Texas stores solidify our market-leading presence there, including our home market of Austin, Texas. The Arizona stores are located in the Phoenix area, which is a new market for us, and make EZCORP the second largest pawnshop operator in Arizona. The Oregon stores give us our first-ever presence in the Pacific Northwest, which we consider to be a significant opportunity.

•	Grupo Finmart revenue increased 25% (45% on a constant currency basis) from fiscal 2014.

•	We completed the acquisition of an additional 18% of Grupo Finmart, bringing our ownership to 94%.

•	We exited our U.S. Financial Services business to focus on growing our core pawn operations in the United States and Mexico and our Grupo Finmart business in Mexico.

•	We streamlined our structure and operating model to improve overall efficiency and reduce costs by moving from a divisional to a functional business model.

•	Aged inventory (inventory held for a year or more) decreased from 20% overall in the prior-year to 11% in the current year.

•	Consolidated cash flow from operations was $79.4 million, an increase of 6% over fiscal 2014.

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•	A $10.4 million increase in restructuring expense related to our fiscal 2015 restructuring plan aimed to streamline our structure and operating model to improve overall efficiency and reduce costs;

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•	An $8.5 million decrease in gain on sale or disposal of assets, primarily due to the sale of seven U.S. pawn stores during the prior-year; and

•	A $1.4 million increase in depreciation expense primarily attributable to assets placed in service as we continue to invest in the infrastructure to support our growth; partially offset by

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A $7.0 million decrease in administrative expense due to a $15.3 million decrease in labor expenses and associated costs primarily attributable to the discontinuance of USFS operations. The decrease in labor and associated costs was partially offset by a $3.2 million increase in professional fees as a result of the review of our Grupo Finmart loan portfolio and the restatement of previously-issued financial statements. The overall cost of the Grupo Finmart loan review and restatement is expected to total $8.3 million, $4.1 million of which had been incurred as of September 30, 2015.

•	Impairment of our investment in Cash Converters International in fiscal 2015 in the amount of $29.2 million ($18.8 million, net of taxes), as compared to an impairment of our investment in Albemarle & Bond in fiscal 2014 in the amount of $7.9 million ($5.4 million, net of taxes);

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A $13.8 million increase in interest expense in fiscal 2015 due to an increase in Grupo Finmart weighted-average debt outstanding during fiscal 2015 compared with fiscal 2014 and increased interest on our 2.125% Cash Convertible Notes as a result of the full year inclusion of such notes, which were issued in June and July 2014, and the payment of additional interest during a portion of fiscal 2015 due to our delinquency in filing quarterly reports for the second and third quarters of fiscal 2015, which was cured on November 9, 2015;

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An $11.4 million decrease in equity in net loss (income) of unconsolidated affiliate primarily due to a $40.2 million decrease in Cash Converters International’s profit attributable to owners of the company during its current fiscal year, mainly attributable to one-time charges of $26.4 million ($5.4 million after-tax financial impact to EZCORP) in contract termination charges, $17.7 million ($3.7 million after-tax financial impact to EZCORP) for class-action litigation settlement and $5.9 million ($1.2 million financial impact to EZCORP) for impairments of goodwill and long-lived assets, during the current year; and

•	A $6.1 million increase in other expense primarily due to net foreign currency transaction losses in the current year as a result of movement in exchange rates affecting the revaluation of intercompany amounts and foreign currency debt outstanding.

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A $8.0 million, or 3%, increase in operations expense primarily attributable to a $3.3 million increase in rent expense due to the addition of 25 new and acquired stores during the current year and a $5.3 million impairment of long-lived intangible and fixed assets attributable to the underperformance of certain U.S. Pawn store locations, partially offset by a $1.3 million decrease in advertising expense;

•	A $1.9 million, or 14%, increase in depreciation and amortization expense primarily attributable to assets placed in service as we continue to invest in the infrastructure to support our growth;

•	A $7.8 million decrease in gain on sale or disposal of assets primarily attributable to a $6.8 million gain realized on the sale of seven U.S. pawn stores during the prior-year; and

•	A $4.0 million increase in restructuring expense related to our fiscal 2015 restructuring plan aimed to streamline our structure and operating model to improve overall efficiency and reduce costs, which included the closure of 12 underperforming U.S. Pawn stores during fiscal 2015.

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•	A $5.5 million, or 17%, increase in operations expense mainly attributable to a $4.2 million increase in commissions and other costs related to growth in loan originations; and

•	A $9.3 million, or 45%, increase in interest expense due to a similar increase in weighted-average debt outstanding during fiscal 2015 from fiscal 2014.

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An $11.4 million decrease in equity in net loss (income) of unconsolidated affiliate primarily due to a $40.2 million decrease in Cash Converters International’s profit attributable to owners of the company during its current fiscal year, mainly attributable to one-time charges of $26.4 million ($5.4 million after-tax financial impact to EZCORP) in contract termination charges, $17.7 million ($3.7 million after-tax financial impact to EZCORP) for class-action litigation settlement and $5.9 million ($1.2 million financial impact to EZCORP) for impairments of goodwill and long-lived assets, during the current year;

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A $21.3 million increase in impairment of investments due to the current fiscal year impairment of our investment in Cash Converters International in the amount of $29.2 million ($18.8 million, net of taxes), as compared to the prior-year impairment of our investment in Albemarle & Bond in the amount of $7.9 million ($5.4 million, net of taxes), which brought our carrying value of this investment to zero; and

•	A $2.6 million increase in restructuring expense related to our fiscal 2015 restructuring plan aimed to streamline our structure and operating model to improve overall efficiency and reduce costs, which included the closure of 12 underperforming Canadian Cash Converters stores during fiscal 2015.

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•	A $73.8 million, or 78%, decrease in segment contribution primarily due to a $39.6 million, $34.2 million and $3.1 million decrease in segment contribution from the U.S. Pawn, Other International and Grupo Finmart segments, respectively, partially offset by a $3.2 million increase in segment contribution from the Mexico Pawn segment;

•	A $3.0 million increase in restructuring expense related to our fiscal 2015 restructuring plan aimed to streamline our structure and operating model to improve overall efficiency and reduce costs; and

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A $8.4 million increase in interest expense primarily due to increased interest on our 2.125% Cash Convertible Notes as a result of the full year inclusion of such notes, which were issued in June and July 2014, and the payment of additional interest during a portion of fiscal 2015 due to our delinquency in filing quarterly reports for the second and third quarters of fiscal 2015, which was cured on November 9, 2015; partially offset by

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A $7.0 million decrease in administrative expense due to a $15.3 million decrease in labor expenses and associated costs primarily attributable to the discontinuance of USFS operations. Professional fees primarily associated with the review of our Grupo Finmart loan portfolio and the restatement of previously-issued financial statements increased by $3.2 million. The overall cost of the Grupo Finmart loan review and restatement is expected to total $8.3 million, $4.1 million of which had been incurred as of September 30, 2015.

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A $24.2 million increase in operations expense primarily due to a $13.7 million increase in labor, benefits and bonuses driven by commissions on new loan originations at Grupo Finmart, a $3.9 million increase in other and professional fees, a $3.3 million increase in rent due primarily to operating costs at new and acquired stores opened during fiscal 2013 and 2014 and a $1.4 million increase in general taxes;

•	A $9.5 million increase in administrative expense primarily due to discretionary bonuses awarded in November 2013 and the one-time retirement benefit for our Executive Chairman of $8.0 million, in addition to one-time charges relating to reorganization and outsourcing of our internal audit department to a global advisory services firm;

•	A $3.7 million increase in depreciation and amortization expense due to assets placed in service as we continue to invest in the infrastructure to support our growth; and

•	A $6.7 million restructuring charge; partially offset by

•	A $7.1 million increase in gain on sale or disposal of assets, primarily due to the sale of seven U.S. pawn stores in fiscal 2014.

•	A $35.3 million decrease in impairment of investments due to the prior-year impairment of $43.2 million, of which $42.5 million was related to our investment in Albemarle & Bond, as compared to the fiscal 2014 impairment of $7.9 million related to our investment in Albemarle & Bond, which brought the carrying value of this investment to zero; partially offset by

•	A $12.2 million increase in interest expense, primarily due to a higher weighted average debt outstanding, including consolidation of Grupo Finmart VIE debt, in fiscal 2014 compared to fiscal 2013; and

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A $7.3 million decrease in equity in net income of unconsolidated affiliates due to a $3.9 million decrease from Cash Converters International and a $3.4 million decrease due to Albemarle & Bond no longer reporting earnings. The decrease in Cash Converters International was due to an interest rate cap commencing in Australia on July 1, 2013, which impacted both margins and volumes, as well as an adjustment of $1.4 million pertaining to the correction of timing of our recognition of income from Cash Converters International. The decrease in Cash Converters International’s financial services operations was partially offset by increases in profitability of store and franchise operations.

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•	A $7.1 million, or 3%, increase in operations expense primarily attributable to a $4.6 million increase in labor and benefits and a $2.6 million increase in rent expense due to the addition of new and acquired stores; and

•	A $1.2 million, or 10%, increase in depreciation and amortization expense primarily attributable to assets placed in service as we continue to invest in the infrastructure to support our growth; partially offset by

•	A $6.9 million increase in gain on sale or disposal of assets from fiscal 2013 primarily attributable to the gain realized on the sale of seven U.S. pawn stores during fiscal 2014.

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•	A $4.1 million increase in operations expense primarily attributable to a $0.9 million, $1.0 million, $0.8 million and $0.6 million increase in advertising, general taxes, rent and professional fees, respectively, associated primarily with new store openings and our general expansion of operations; and

•	A $0.7 million, or 14%, increase in depreciation and amortization expense due to depreciation of assets placed in service at new stores during fiscal 2014.

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•	A $14.6 million, or 83%, increase in operations expense due primarily to commissions of $9.9 million related to new loan originations at Grupo Finmart and $5.0 million in professional fees to support our operations; and

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A $8.5 million, or 72%, increase in interest expense due to a higher weighted average debt outstanding as compared to fiscal 2013 and the inclusion of $4.3 million in interest expense on consolidated VIE debt in fiscal 2014, partially offset by a decrease in the weighted average rate on Grupo Finmart’s third party debt (excluding the consolidated VIEs) to 9% from 11% in in fiscal 2013. As of September 30, 2014, Grupo Finmart had outstanding third party debt of $144.4, excluding consolidated VIE debt, and $61.1 million of consolidated VIE debt, for a total debt outstanding of $205.5 million.

•	A $35.3 million decrease in impairment of investments due to the prior-year impairment of $43.2 million, of which $42.5 million was related to our investment in Albemarle & Bond, as compared to the fiscal 2014 impairment of $7.9

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•	A $1.6 million decrease in operations expense, mainly attributable to a $1.1 million decrease in professional fees primarily as a result of legal fees incurred in fiscal 2013; partially offset by

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A $7.3 million decrease in equity in net income of unconsolidated affiliates due to a $3.9 million decrease from Cash Converters International and a $3.4 million decrease due to Albemarle & Bond no longer reporting earnings. The decrease in Cash Converters International was due to an interest rate cap commencing in Australia on July 1, 2013, which impacted both margins and volumes, as well as an immaterial adjustment of $1.4 million pertaining to the correction of timing of our recognition of income from Cash Converters International. The decrease in Cash Converters International’s financial services operations was partially offset by increases in profitability of store and franchise operations.

•	A $22.0 million, or 19%, decrease in segment contribution primarily due to a $23.0 million, $21.1 million and $8.4 million decrease in segment contribution from the U.S. Pawn, Grupo Finmart and Mexico Pawn segments, respectively, offset by a $30.4 million decrease in loss from the Other International segment;

•	A $9.5 million increase in administrative expense primarily due to a one-time retirement benefit for our Executive Chairman of $8.0 million in addition to discretionary bonuses awarded in November 2013, as well as one-time charges relating to reorganization and outsourcing of our internal audit department to a global advisory services firm;

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A $6.7 million restructuring charge due to our fiscal 2014 restructuring plan aimed to align our organization with our core business objective, which is to provide efficient, effective and economical instant cash solutions for our customers. During the year we reduced the non-customer-facing overhead structure in all of our businesses in order to streamline operations and create synergies and efficiencies;

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A $3.8 million increase in interest expense due to higher average debt outstanding primarily attributable to the issuance in June and July 2014 of $230 million principal amount of 2.125% Cash Convertible Senior Notes due 2019, in addition to the accelerated amortization of $0.7 million of deferred financing costs related to our senior secured credit agreement and $2.1 million of debt discount amortization during fiscal 2014; and

•	A $1.7 million increase in amortization primarily due to additional assets placed in service as part of our multi-year information technology plan.

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(a)	Excludes debt premium related to Grupo Finmart and debt discount and convertible feature related to the Cash Convertible Notes.

(b)	Future interest on long-term obligations calculated on interest rates effective at the balance sheet date.

•	The restatement of previously issued consolidated financial statements;

•	The identified material weaknesses in our internal control over financial reporting;

•	Changes in laws and regulations;

•	The outcome of current or future litigation and regulatory proceedings;

•	Our controlled ownership structure;

•	Concentration of business in Texas;

•	Changes in gold prices or volumes;

•	Changes in foreign currency exchange rates;

•	Our ability to continue growing our store count through acquisitions and de novo openings;

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•	Changes in the business, regulatory or political climate in Mexico;

•	Changes in pawn redemption rates, loan default and collection rates or other important operating metrics;

•	Changes in liquidity, capital requirements or access to debt and capital markets;

•	Changes in the competitive landscape;

•	Potential infrastructure failures or data security breaches;

•	Failure to achieve adequate return on our investments;

•	Potential uninsured property, casualty or other losses;

•	Potential disruptive effect of acquisitions, investments and new businesses;

•	Changes in U.S. or international tax laws;

•	Events beyond our control;

•	Failure to maintain satisfactory relationships with public-sector employers in Mexico;

•	Financial statement impact of potential impairment of goodwill;

•	Inadequacy of loan loss allowances; and

•	Potential exposure under anti-corruption laws.

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•	522 United States pawn stores (operating primarily as EZPAWN or Value Pawn & Jewelry);

•	232 Mexico pawn stores (operating primarily as Empeño Fácil);

•	53 Grupo Finmart locations in Mexico; and

•	27 financial services stores in Canada (operating as CASHMAX)

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•	It often takes 90 days or more for the employer to set up initial payroll withholding and begin remitting payments to Grupo Finmart (a process referred to as “ratification”).

•	It is not unusual to have an interruption or delay in payments for a number of reasons, such as holidays, summer vacations, illness, convenio renewals, union permits and political elections.

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•	Many convenios limit the amount that can be withheld from a borrower’s paycheck, and if the borrower has multiple loans outstanding, the withheld amount is generally used to repay the loans in the order in which they were made.

•	Some larger employers act as a consolidator and remitter on behalf of other smaller employers and the payment consolidation processes, or other issues with employer systems, sometimes cause interruptions in payments.

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•	We reserve 100% of non-performing loans, which for this purpose we consider to be:

◦	Out-of-payroll loans for which Grupo Finmart is not receiving payments; and

◦	In-payroll loans for which Group Finmart has not received any payments for 180 consecutive days.

•	We also establish additional reserves on loan principal and accrued interest reserves for performing loans based on historical experience.

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•	Exiting our USFS business and ceasing the employment of the employees related to that business; and

•	Streamlining our structure and operating model to improve overall efficiency and reduce costs, which includes additional store closures, consolidations and relocations; additional headcount reductions in the remaining business and in the corporate support center; termination of various real property leases; and write-down and write-offs of various assets no longer to be used in the business.

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(a)

Includes estimated costs related to regulatory compliance, employee severance and accelerated amortization of prepaid expenses and other assets. The amount shown for fiscal 2015 includes a $10.5 million one-time charge associated with the settlement of outstanding issues with the U.S. Consumer Financial Protection Bureau (see Note 17) and a $4.0 million charge related to the resolution of regulatory compliance issues in our Cash Genie U.K online lending business, which is a part of fiscal 2014 discontinued operations.

(a)	Includes adjustments due to foreign currency effects and other individually immaterial adjustments.

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(a)	Includes costs related to employee severance and other.

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(a)	Approximately 22,009 shares were withheld to satisfy related federal income tax withholding.

(a)	2015 shares granted exclude phantom share-based awards. Including these shares, weighted average grant-date fair value was $5.69 per share.

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•	As approved, the EZCORP, Inc. Change in Control Severance Plan provides certain of our senior executives with certain severance benefits if (1) the executive’s employment is either terminated by the Company for any reason other

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As approved, the EZCORP, Inc. Executive Severance Pay Plan provided participants with certain severance benefits in non-change in control circumstances, generally if the participant’s employment was either terminated by the Company for any reason other than Cause (as defined in the plan), death, disability or mandatory retirement or terminated by the participant for Good Reason (as defined in the plan). The original participants in the plan included certain of our senior executives. The plan was intended to replace various severance arrangements that were otherwise reflected in offer letters and other documents. On August 25, 2014, the Board of Directors terminated the Executive Severance Pay Plan and reinstated the various severance arrangements that existed prior to the adoption of the plan.

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Each of our executive officers will receive salary continuation for one year if his or her employment is terminated without cause. In addition, the severance arrangement for Jodie E. B. Maccarrone, an executive officer, includes (a) an amount equal to prorated annual incentive bonus at target, (b) continuation of healthcare benefits for one year and(c) accelerated vesting of outstanding restricted stock, restricted stock units and SERP contributions awarded prior to July 29, 2015; provided, however, that such enhanced benefits are payable only if Ms. Maccarrone’s employment is terminated by the Company without cause prior to August 1, 2017.

•	Generally, restricted stock awards, including those granted to the executive officers, provide for accelerated vesting of some or all of the unvested shares in the event of the holder’s death or disability.

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•	Claims against the current and former Board members for breach of fiduciary duties and waste of corporate assets in connection with the Board’s decision to enter into advisory services agreements with Madison Park from October 2004 to June 2014;

•	Claims against Mr. Cohen and MS Pawn Limited Partnership for aiding and abetting the breaches of fiduciary duties relating to the advisory services agreements with Madison Park; and

•	Claims against Mr. Cohen and Madison Park for unjust enrichment for payments under the advisory services agreements.

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•	EZCORP and the officer defendants (Mr. Rothamel and Mr. Kuchenrither) issued false and misleading statements and omissions regarding the Company's online lending operations in the U.K. (Cash Genie) and Cash Genie's compliance history;

•	EZCORP and the officer defendants issued false and misleading statements and omissions regarding the nature of the Company's consulting relationship with Madison Park LLC (an entity owned by Mr. Cohen) and the process the Board of Directors used in agreeing to it;

•	EZCORP's financial statements were false and misleading, and violated GAAP and SEC rules and regulations, by failing to properly recognize impairment charges with respect to the Company's investment in Albemarle & Bond; and

•	Mr. Cohen and MS Pawn Limited Partnership, as controlling persons of EZCORP, were aware of and controlled the Company's alleged false and misleading statements and omissions.

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•	U.S. Pawn — All pawn activities in the United States

•	Mexico Pawn — All pawn activities in Mexico and other parts of Latin America

•	Grupo Finmart — All payroll lending activities in Mexico and other parts of Latin America

•	Other International — Our equity interest in the net income of Cash Converters International and consumer finance activities in Canada

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•	Level 1: Quoted market prices in active markets for identical assets or liabilities.

•	Level 2: Other observable inputs other than quoted market prices.

•	Level 3: Unobservable inputs that are not corroborated by market data.

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*	Portions of these amounts are included in “Current maturities of long-term debt” and “Long-term debt, less current maturities” in our consolidated balance sheets.

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During fiscal 2014, Grupo Finmart completed five structured asset sales pursuant to which a portion of Grupo Finmart’s consumer loan portfolio were sold to special purpose trusts for the benefit of third parties. These transactions were previously accounted for as sales. Management concluded that the special purpose trusts should have been consolidated variable interest entities and the transactions should have been accounted for as transfers of financial assets to those consolidated variable interest entities.

•	Management also concluded that the Company incorrectly accounted for interest revenue and bad debt expense on loans with respect to which Grupo Finmart was not currently receiving payments (“non-performing” loans). Specifically:

◦	Management determined that the non-performing loans included out-of-payroll loans that had not been correctly classified and recognized as such, causing an understatement of bad debt expense and an overstatement of interest revenue;

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◦	Management determined it was appropriate to (1) accrue and recognize interest income over the period that payments are expected to be received rather than over the stated term of the loan and (2) apply a 100% reserve policy on in-payroll loans that have been in non-performing status for 180 consecutive days; and

◦	Management determined it was appropriate to expense certain brokerage and other commission costs as incurred rather than amortize those costs over future periods.

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•	Management did not apply the appropriate authoritative accounting literature and thus reached incorrect conclusions with respect to proper accounting of certain Grupo Finmart structured asset sales as a result of the following deficiencies that, collectively, represent a material weakness:

◦	The appropriate accounting expertise (internally and externally) was not engaged, resulting in a failure to recognize important U.S. GAAP issues;

◦	The accounting consequences of significant, unusual transactions were not identified and evaluated; and

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◦	The accounting positions taken on significant, unusual transactions were not reviewed and approved at the appropriate level.

•	Management did not recognize the extent of the Grupo Finmart non-performing loans, or understand the reasons that loans were non-performing, as a result of the following deficiencies that, collectively, represent a material weakness:

◦	Processes to identify and address aging concerns (including loans with delayed or partial payments) were missing or inadequate;

◦	Risk assessment processes were inadequate to identify situations that were likely to lead to payment non-performance;

◦	Detailed loan performance data was not reviewed by the appropriate accounting and management personnel; and

◦	Overall senior management supervision and review of Grupo Finmart’s business performance was ineffective at identifying loan portfolio issues.

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•	Management did not apply the appropriate authoritative accounting literature and thus reached incorrect conclusions with respect to proper accounting of the Company’s Grupo Finmart structured asset sales (“the Asset Sales”) as a result of the following deficiencies that, collectively, represent a material weakness:

◦	The appropriate accounting expertise was not engaged, resulting in a failure to recognize important U.S. GAAP issues;

◦	The accounting consequences of significant, unusual transactions were not identified and evaluated; and

◦	The accounting positions taken on significant, unusual transactions were not reviewed and approved at the appropriate level.

•	Management did not recognize the extent of the Grupo Finmart non-performing loans, or understand the reasons that loans were non-performing, as a result of the following deficiencies that, collectively, represent a material weakness:

◦	Process to identify and address aging concerns (including loans with delayed or partial payments) were missing or inadequate;

◦	Risk assessment processes were inadequate to identify situations that were likely to lead to payment non-performance;

◦	Detailed loan performance data was not reviewed by the appropriate accounting and management personnel; and

◦	Overall senior management supervision and review of Grupo Finmart’s business performance was ineffective at identifying loan portfolio issues.

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•	Management did not maintain adequate controls over the financial reporting close process, including the following deficiencies that, collectively, represent a material weakness:

◦	The adequacy of accounting personnel and management review;

◦	Accounting for income taxes and stock compensation; and

◦	Evaluation of significant nonrecurring transactions.

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•	Identifying and hiring additional internal resources in both Corporate Accounting and Grupo Finmart;

•	Improving the organizational structure to provide more direct management oversight for Grupo Finmart;

•	Establishing and maintaining appropriate operational and risk assessment processes, as well as transactional controls, at both the Grupo Finmart and EZCORP level in order to (1) ensure engagement and utilization of appropriately qualified U.S. GAAP experts where required and (2) provide appropriate access and visibility to loan performance information; and

•	Enhancing the overall control environment within both EZCORP and Grupo Finmart.

•	Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes.

•	Controls can be circumvented by individuals, acting alone or in collusion with others, or by management override.

•	The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

•	Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures.

•	The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs.

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Leadership Experience — Our directors should demonstrate extraordinary leadership qualities. Strong leaders bring vision, strategic agility, diverse and global perspectives and broad business insight to the company. They demonstrate practical management experience, skills for managing change and deep knowledge of industries, geographies and risk management strategies relevant to our business. They have experience in identifying and developing the current and future leaders of the company.

•	Finance Experience — We believe that all directors should possess an understanding of finance and related reporting processes.

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Strategically Relevant Experience — Our directors should have business experience that is relevant to our strategic goals and objectives, including geographical and product expansion. We value experience in our high priority growth areas, including new or expanding geographies or customer segments and existing and new technologies; understanding of our business environments; and experience with, exposure to or reputation among a broad subset of our customer base.

•	Government Experience — Our business is subject to a variety of legislative and regulatory risks. Accordingly, we value experience in the legislative, judicial or regulatory branches of government or government relations.

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Stuart I. Grimshaw — Mr. Grimshaw joined the Company in November 2014 as Executive Chairman and a member of the Board of Directors. He became Chief Executive Officer in February 2015. Prior to joining EZCORP, he was Managing Director and Chief Executive Officer of Bank of Queensland Limited (ASX: BOQ), a consumer banking and financial services institution with branches in every Australian state and territory. During his 30-year career in financial services, Mr. Grimshaw held a wide variety of other roles at various banking and finance companies. From 2009 to 2011, he was Chief Executive Officer of Caledonia Investments Pty Ltd. Prior to that, Mr. Grimshaw spent eight years at Commonwealth Bank of Australia, where he served as Group Executive, Premium Business Services (2006 to 2009), Group Executive, Investment and Insurance Services (2002 to 2006) and Chief Financial Officer (2001 to 2002). From 1991 to 2001, Mr. Grimshaw held a variety of roles at National Australia Bank (including Chief Executive Officer – Great Britain, and other executive roles in Credit, Institutional Banking, Corporate Financial Services and Global Business Financial Services). Mr. Grimshaw began his career at Australia and New Zealand Banking Group (1983 to

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Matthew W. Appel — Mr. Appel joined EZCORP as a director in January 2015 and is Chair of the Audit Committee and a member of the Governance Committee. Mr. Appel spent 37 years in finance, administration and operations roles with a variety of companies, most recently Zale Corporation, a NYSE listed jewelry retailer, where he served as Chief Financial Officer from May 2009 to May 2011 and Chief Administrative Officer from May 2011 to July 2014 and co-led the successful turnaround of the company. Prior to joining Zale, Mr. Appel was Chief Financial Officer of EXL Service Holdings, Inc., a NASDAQ listed business process solutions company (February 2007 to May 2009); spent four years (February 2003 to February 2007) at Electronic Data Systems Corporation, serving as Vice President, Finance and Administration BPO and Vice President, BPO Management; and held a variety of finance and operations roles from 1984 to 2003 at Tenneco Inc., Affiliated Computer Services, Inc. and PricewaterhouseCoopers. Mr. Appel began his professional career with Arthur Andersen & Company, working there from 1977 to 1984. Mr. Appel received an MBA in Accounting from the Rutgers University Graduate School of Business in 1977 and a Business Administration degree from Rutgers College in 1976. Mr. Appel is a Certified Public Accountant and a Certified Management Accountant.

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Lachlan P. Given — Mr. Given was appointed to the Board of Directors as Non-Executive Chairman in July 2014, became Executive Vice Chairman in August 2014 and Executive Chairman in February 2015. Mr. Given serves on the Compensation Committee and was Chair of that committee until October 2015. Mr. Given is the sole beneficial owner of LPG Limited (HK), a business and financial advisory firm, and prior to assuming the role of Executive Vice Chairman of EZCORP, provided international financial and advisory serves to a number of companies, including EZCORP from October 2012 to June 2014. Since 2004, Mr. Given has also served as a consultant and advisor to Madison Park LLC, which has, in the past, provided certain advisory services to the Company. Madison Park is wholly owned by Phillip E. Cohen, who is the beneficial owner of all of our Class B Voting Common Stock. Mr. Given is also a director of The Farm Journal Corporation, a 134-year old pre-eminent U.S. agricultural media company; Senetas Corporation Limited (ASX: SEN), the world's leading developer and manufacturer of certified, defense-grade encryption solutions; CANSTAR Pty Ltd, the leading Australian financial services ratings and research firm; and RateCity.com Pty Ltd, one of Australia's largest Internet based financial services comparison organizations. Mr. Given began his career working in the investment banking and equity capital markets divisions of Merrill Lynch in Hong Kong and Sydney, Australia, where he specialized in the origination and execution of a variety of M&A, equity, equity-linked and fixed income transactions. Mr. Given also serves on the board of directors of Cash Converters International Limited.

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Santiago Creel Miranda — Mr. Creel joined EZCORP as a director in January 2014 and is a member of the Compensation Committee and Governance Committee. Mr. Creel is a former Senator of Mexico, having served from 2006 to 2012. During his term, he acted as Speaker of the Senate and Chairman of the Senate's Political Coordination Committee. Prior to being elected to the Senate, Mr. Creel served as Secretary of Governance in President Vicente Fox's administration from 2000 to 2005 and as a Federal Deputy (Congressman) in the 57th Congress, where he was Vice Speaker of the Chamber of Deputies and chaired the Government and Constitutional Issues Committee. Mr. Creel practiced law with the firm of Noriega y Escobedo in Mexico City for almost 20 years, and has been a legal consultant to many companies, both domestic and foreign, as well as to international organizations and to the Mexican government. Mr. Creel is now a member of the governing body of Pacto por México, which sponsors an extensive agenda of political, economic and structural changes in Mexico.

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Peter Cumins — Mr. Cumins joined EZCORP as a director in July 2014. He is the Managing Director, and serves on the board of directors, of Cash Converters International Limited (ASX: CCV), a public company headquartered in Perth, Western Australia. Cash Converters International owns and franchises retail and financial services stores in 21 countries. Mr. Cumins joined Cash Converters International in August 1990 as Finance and Administration Manager, became General Manager in March 1992 and became Managing Director in April 1995. Mr. Cumins has overseen the major growth in the number of company-owned and franchised locations in Australia, as well as the international development of the Cash Converters International franchise system. Mr. Cumins is a qualified accountant, and his experience in the management of large organizations has included senior executive positions in the government health sector, specifically with the Fremantle Hospital Group, where he was Finance and Human Resources Manager.

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Pablo Lagos Espinosa — Mr. Lagos joined EZCORP as a director in October 2010. He is Chair of the Compensation Committee and a member of the Audit Committee and Governance Committee. Mr. Lagos served as President and Chief Executive Officer of Pepsi Bottling Group Mexico from 2006 to 2008 and as its Chief Operating Officer from 2003 to 2006. He previously held various executive management positions with Pepsi Bottling Group, PepsiCo Inc., Unilever Mexico and PepsiCola International, Inc., concentrating exclusively in Latin America. Since his retirement in December 2008, Mr. Lagos has been an investor and consultant in various private business ventures and has served as a keynote speaker on organizational leadership and management. He currently serves as Chairman of the Board and Executive President for the Mexican subsidiary of Areas, a Spanish global organization dedicated to restaurant and retailing operations in key public transportation hubs, and as Chairman of the board of Residencial Puente de Piedra, a privately held enterprise focused on developing affordable housing projects in and around Mexico City.

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Thomas C. Roberts — Mr. Roberts rejoined the Board of Directors in July 2014 and serves as a member of the Audit Committee, the Compensation Committee and the Governance Committee. He previously served as a director from January 2005 to January 2014 and was Lead Director from November 2008 until September 2013. He also served as a member of both the Audit Committee and the Compensation Committee until September 2013. Since 1990, Mr. Roberts has been a private investor and is currently Chairman of the Board of Directors of Pensco, Inc., a financial services company, having previously served as a senior executive (including Chief Financial Officer) of Schlumberger, Ltd. (1970 to 1985) and President of Control Data Computer Systems and Services and a member of the board of directors of Control Data Corporation (1985 to 1989).

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Joseph L. Rotunda — Mr. Rotunda was named President, North American Pawn in May 2015. He has a relationship with the Company that spans the past 15 years. Mr. Rotunda joined EZCORP as President and Chief Operating officer and a director in February 2000 and was promoted to its Chief Executive Officer in August 2000. He retired from that position, and as a member of the Board of Directors, in October 2010 and became a consultant to the Company pursuant to a five-year consulting agreement. That agreement was mutually terminated in November 2013, and Mr. Rotunda rejoined the Board of Directors in July 2014. Prior to joining EZCORP in 2000, Mr. Rotunda was the Chief Operating Officer of G&K Services, Inc. (1998 to 2000) and held several executive positions, including Executive Vice President and Chief Operating Officer, with Rent-A-Center, Inc. (1991 to 1998). Mr. Rotunda served as a director of EasyHome Ltd of Toronto, Canada from 2000 until 2010. Mr. Rotunda also currently serves as a member of the board of directors of eCommission Financial Services, Inc., headquartered in Austin, Texas.

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•	A majority of the directors must be independent (Rule 5605(b)(1));

•	The audit committee must have a least three members, each of whom must be independent (Rule 5605(c)(2));

•	Executive officer compensation must be determined, or recommended to the board of directors for determination, by either (1) a majority of the independent directors or (2) a compensation committee comprised solely of independent directors (Rule 5605(d)); and

•	Director nominations must be selected, or recommended for the board’s selection, by either (1) a majority of the independent directors or (2) a nominations committee comprised solely of independent directors (Rule 5605(e)).

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Audit Committee — The Audit Committee assists the Board in fulfilling its responsibility to provide oversight with respect to our financial statements and reports and other disclosures provided to stockholders, the system of internal controls, the audit process and legal and ethical compliance. Its primary duties include reviewing the scope and adequacy of our internal and financial controls and procedures; reviewing the scope and results of the audit plans of our independent and internal auditors; reviewing the objectivity, effectiveness and resources of the internal audit function; appraising our financial reporting activities and the accounting standards and principles followed; and reviewing and approving ethics and compliance policies. The Audit Committee also selects, engages, compensates and oversees our independent auditor and pre-approves all services to be performed by the independent auditing firm.

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Compensation Committee — The Compensation Committee reviews and approves, on behalf of the Board, the amounts and types of compensation to be paid to our executive officers; reviews and recommends to the full Board the amount and type of compensation to be paid to our non-employee directors; reviews and approves, on behalf of the Board, all bonus and equity compensation to be paid to our other employees; and administers our stock compensation plans. Until September 2014, the Compensation Committee was comprised entirely of directors who satisfy the standards of independence described under “Part III, Item 13 — Certain Relationships and Related Transactions, and Director Independence — Director Independence,” as well as additional or supplemental independence standards applicable to compensation committee members established under applicable law and NASDAQ listing requirements. Since September 2014, pursuant to the NASDAQ Controlled Company exemption described above, the Compensation Committee has included certain non-independent directors (Mr. Given and Mr. Rotunda (until May 2015)). See “Part III, Item 11 — Executive Compensation — Compensation Discussion and Analysis — Composition of the Compensation Committee.” The committee has formed an “independent subcommittee,” consisting solely of independent directors, to consider and approve any items of compensation that are required to be approved solely by “independent,” “non-employee” or “outside” directors.

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Pay for performance — Our philosophy is to expect diligent effort, unwavering commitment and hard work from our executives, and our compensation plans should recognize and reward superior results that generate significant shareholder value. Actual realized compensation should reflect Company and individual performance against specific and quantifiable objectives. Executives should be compensated based on their ability to achieve key operational, financial and strategic results. Compensation earned should parallel our sustained growth in terms of profitability and shareholder value.

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Attract and retain high performers — We want to build and maintain an organization that achieves consistently high results. Therefore, we strive to pay at levels that will attract and retain high quality executives capable of performing at the highest levels and willing to be accountable for the achievement of results. In line with our philosophy of paying well for strong performance, a majority of executive compensation is in the form of incentives that are at risk, but offer significantly higher rewards for the achievement of outstanding results.

•	Competitive base salaries;

•	Incentive opportunities based on overall Company financial performance, business unit financial performance (in appropriate cases), individual contribution and performance and creation of stockholder value;

•	Retention of top performers over the long-term; and

•	Alignment of executive interests with the long-term interests of stockholders.

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Pearl Meyer has not provided any services to the Company or management other than services requested by or with the approval of the Committee, and its services have been limited to executive compensation consulting. Specifically, Pearl Meyer has not provided, directly or indirectly through affiliates, any non-executive compensation services, including pension consulting or human resource outsourcing.

•	In any year, fees we paid to Pearl Meyer were less than 1% of Pearl Meyer's total revenue for that year.

•	Pearl Meyer maintains a conflicts policy, which was provided to the Committee, with specific policies and procedures designed to ensure independence.

•	None of the Pearl Meyer consultants working for the Company, or Pearl Meyer, has any business or personal relationship with Committee members or any executive officer of the Company

•	None of the Pearl Meyer consultants working on Company matters directly own Company stock.

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•	Annual incentive compensation tied to achievement of profitable Company or business unit performance (as measured by consolidated net income, EBITDA and/or business unit operating contribution); and

•	Meaningful equity incentive opportunities that provide an incentive to deliver sustained long-term growth in shareholder value and earnings.

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(a)	Mr. Grimshaw joined the Company as Executive Chairman in November 2014 and became Chief Executive Officer in February 2015. His base salary was negotiated at the time he joined the Company and did not change when he became Chief Executive Officer.

(b)	Mr. Ashby joined the Company as Chief Financial Officer in May 2015. His base salary was negotiated at the time he joined the Company.

(c)	Mr. Given joined the Company as Executive Vice Chairman in August 2014 and became Executive Chairman in February 2015. His base salary was negotiated at the time he joined the Company and did not change when he became Executive Chairman.

(d)	Ms. Maccarrone was promoted to President, Global Financial Services in July 2014, and in connection with that promotion, her base salary was increased from $340,000 to $400,000 (18%).

(e)	Mr. Kuchenrither served as President and Chief Executive Officer until February 2015, when he became President and Chief Operating Officer. He also served as Chief Financial Officer until May 2015, when he became a consultant to the Company.

•	Designate eligible participants for each year;

•	Establish annual performance goals and incentive opportunities under the plan; and

•	Adjust, approve or decline to pay the incentive bonus for each participant (subject to the restriction that the Committee does not have the power to increase, or make adjustments that would have the effect of increasing, the incentive bonus otherwise payable to any executive officer).

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(a)

As previously disclosed, the terms of Mr. Grimshaw’s employment, which were negotiated at the time he joined the Company, call for a Target Amount of 250% of base salary for the first year (fiscal 2015) and increasing by 25 percentage points per year up to 400% after six years. The annual short-term incentive bonus will be payable two-thirds in cash and one-third in the form of restricted stock subject to vesting over one or two years.

(b)	Pursuant to the terms of Mr. Given’s employment, any short-term incentive bonus for fiscal 2015 will be payable (at the Company’s option) two thirds in cash and one third in the form of restricted stock subject to vesting over one year.

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An “initial” short-term incentive bonus opportunity of $600,000 based on his performance against objectives established by the Committee. In March 2015, those objectives were revised to better reflect the Company’s strategic position and were designed to drive the implementation of a strategic restructuring plan (measured by significant reductions in ongoing and recurring operating and administrative expenses). The Committee, after certifying that Mr.

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An additional $460,000 per year for the first two years of his employment contingent upon the Company achieving specified performance metrics based on sustained growth in EBITDA. The Committee reviewed the EBITDA performance for fiscal 2014 and fiscal 2015, and after adjusting the EBITDA for both years to account for the restructuring of the business and other special circumstances, determined that, based on the EBITDA growth in the core businesses from fiscal 2014 to fiscal 2015, the performance objectives had been achieved. Consequently, the Committee approved payout of the bonus in October 2015 in accordance with the terms of Mr. Grimshaw’s offer letter.

•	Analysis of competitive information for comparable positions;

•	Evaluation of the value added to the Company by hiring or retaining specific executives; and

•	Each executive's long-term potential contributions to the Company in terms of impacting overall performance, strategic direction, financial results and stockholder value.

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(a)

For Mr. Grimshaw and Mr. Given, these shares vest over a four-year period (one-fourth on September 30, 2015, one-fourth on September 30, 2016, one-fourth on September 30, 2018 and one-fourth on September 30, 2020); for Mr. Kuchenrither, these shares vest over a four-year period (one-half on September 30, 2016 and one half on September 30, 2018; and for Mr. Ashby, Mr. Welch and Ms. Maccarrone (and the remaining executive officers), these shares vest over a three-year period (one-third on September 30, 2015, one-third on September 30, 2016 and one-third on September 2017). In each case, vesting is contingent upon the achievement of specified EBITDA growth goals.

(b)

These shares vest over a six-year period in specified amounts if the per-share trading price of our Class A Non-voting Common Stock achieves specified levels ranging from $15 to $80. Any shares that vest during this six-year period will remain subject to a transfer restriction until the end of such six-year period, and any shares that remain unvested at the end of the six-year period because the stock price has not achieved the specified levels will be forfeited.

(c)	These awards were specified in Mr. Grimshaw’s offer letter.

(d)	These awards were specified in Mr. Ashby’s offer letter, and represent a prorated award based on the number of days during fiscal 2015 Mr. Ashby was employed by the Company.

(e)	These awards were specified in Mr. Given’s offer letter.

(f)	Mr. Kuchenrither has terminated his consulting agreement, effective January 4, 2016, and therefore, these shares will remain unvested and will be forfeited at that time.

(a)	Mr. Ashby became an executive officer in May 2015 and, therefore, did not receive a SERP contribution for fiscal 2015.

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(a)	These amounts are included in the “All Other Compensation” column of the Summary Compensation table below.

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Each of our executive officers will receive salary continuation for one year if his or her employment is terminated by the Company without cause. In addition, the severance arrangement for Jodie E. B. Maccarrone, an executive officer, includes (a) an amount equal to prorated annual incentive bonus at target for the year in which termination of employment occurs, (b) continuation of healthcare benefits for one year following termination of employment and(c) accelerated vesting of outstanding restricted stock, restricted stock units and SERP contributions awarded to Ms. Maccarrone prior to July 29, 2015; provided that these additional benefits will be payable only if Ms. Maccarrone’s employment is terminated by the Company without cause prior to August 1, 2017.

•	Generally, restricted stock awards, including those granted to the executive officers, provide for accelerated vesting of some or all of the unvested shares in the event of the holder's death or disability.

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(1)

The Salary amounts in the above Summary Compensation Table reflect the gross amounts of base salary paid to each of the Named Executive Officers during the fiscal years so noted. The fiscal 2015 amounts for Mr. Grimshaw and Mr. Ashby reflect the number of days during fiscal 2015 that each was employed by the Company. The fiscal 2015 amount for Mr. Kuchenrither reflects the base salary paid while he was an executive officer.

(2)

The fiscal 2014 amount shown for Mr. Grimshaw and the fiscal 2015 amount shown for Mr. Ashby represent sign-on bonuses paid pursuant to the terms of their respective offer letters. The fiscal 2013 amounts shown for Ms. Maccarrone and Mr. Welch and the fiscal 2014 amount shown for Mr. Kuchenrither represent discretionary bonuses awarded in those years. This column does not include the Retention Bonuses that were approved and paid in November 2016, as those amounts were not “earned” until approved by the Compensation Committee.

(3)

Amounts represent the aggregate grant date fair value of restricted stock or restricted stock unit awards, computed in accordance with FASB ASC 718-10-25. See Note 10 of Notes to Consolidated Financial Statements included in “Part II, Item 8 — Financial Statements and Supplementary Data.” The actual value realized by the Named Executive Officer with respect to stock awards will depend on whether the award vests and, if it vests, the market value of our stock on the date the stock is sold.

(4)

The Company did not pay bonuses pursuant to the annual Incentive Compensation Plan for fiscal 2013, 2014 or 2015. The fiscal 2015 amounts shown for Mr. Grimshaw represents the special short-term incentive bonuses paid to Mr. Grimshaw pursuant to the terms of his offer letter and as described in “Compensation Discussion and Analysis — Components of Compensation — Special Short-Term Incentive Bonus Awards for Mr. Grimshaw” above.

(5)

Amounts include the cost of providing various perquisites and personal benefits (including housing allowances, where applicable), as well as the value of our contributions to the company-sponsored 401(k) plan and Supplemental Executive Retirement Plan. For detail of the amounts shown for each Named Executive Officer, see the table under “Other Benefits and Perquisites — All Other Compensation” below.

(6)	Mr. Grimshaw and Mr. Given also served on the board of directors of Cash Converters International Limited, and in that capacity received $53,927 and $78,953, respectively, in director fees during fiscal year 2015. These amounts are not included in the Summary Compensation Table, as the amount was paid by Cash Converters International Limited, which is not controlled by EZCORP.

(7)	The amounts shown for Mr. Given under All Other Compensation for fiscal 2014 and 2013 include amounts we paid to LPG Limited (HK), a business and financial advisory firm wholly-owned by Mr. Given, prior to August 12, 2014 (when Mr. Given became an executive officer) pursuant to consulting agreements between the Company and LPG Limited.

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(1)

The “Target” amount is the target award under the fiscal 2015 Incentive Compensation Plan. It represents a specified percentage of the Named Executive Officer’s fiscal 2015 base salary. The “Threshold” amount reflects the amount that would be paid if the minimum financial and other specified incentive goals are achieved, while the “Maximum” amount represents the amount that would be paid if the maximum financial and other specified incentive goals are achieved. As discussed in “Compensation Discussion and Analysis — Components of Compensation — Annual Incentive Bonuses,” the Company did not achieve the minimum level of specified business performance goals during fiscal 2015, and therefore, no bonuses were paid pursuant to the fiscal 2015 Incentive Compensation Plan. See the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table above.

(2)	Represents the number of shares of restricted stock awarded in fiscal 2015, although the awards have not yet been issued. See “Compensation Discussion and Analysis — Components of Compensation — Long-Tern Incentives” above.

(3)

Represents the full estimated grant date fair value of fiscal 2015 equity awards. This is the estimated amount we will expense in our financial statements over the awards’ vesting schedules, assuming a fair value of the performance and time-based awards of $6.17 per share, and fair value of the market-based shares between $2.25 and $8.51 per share depending on the stock price target that must be reached for vesting to occur.

(4)

Of these shares, 400,000 vest over a six-year period subject to specified EBITDA growth performance objectives (100,000 on September 30, 2015, 100,000 on September 30, 2016, 100,000 on September 30, 2018, and 100,000 on September 30, 2020), and 600,000 vest over a six-year period in specified amounts if the per-share trading price of our Class A Non-voting Common Stock achieves specified levels ranging from $15 to $80. See “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above..

(5)

Of these shares, 60% vest over a three-year period subject to specified EBITDA growth performance objectives (one-third on September 30, 2015, one-third on September 30, 2016 and one-third on September 30, 2017), and 40% vest over a six-year period in specified amounts if the per-share trading price of our Class A Non-voting Common Stock achieves specified levels ranging from $15 to $80. See “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above.

(6)

Of these shares, 300,000 vest over a six-year period subject to specified EBITDA growth performance objectives (75,000 on September 30, 2015, 75,000 on September 30, 2016, 75,000 on September 30. 2018, and 75,000 on September 30, 2020), and 120,000 vest over a six-year period in specified amounts if the per-share trading price of our Class A Non-voting Common Stock achieves specified levels ranging from $15 to $80. See “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above.

(7)

Of these shares, 46,800 vest over a four-year period subject to specified EBITDA growth performance objectives (23,400 on September 30, 2016 and 23,400 on September 30, 2018), and 120,000 vest over a six-year period in specified amounts if the per-share trading price of our Class A Non-voting Common Stock achieves specified levels ranging from $15 to $80. See “Compensation Discussion and Analysis — Components of Compensation — Long-term Incentives” above. In May 2015, the Company and Mr. Kuchenrither entered into a consulting agreement pursuant to which the vesting of these awards will continue in accordance with their terms unless the consulting agreement is terminated prior to the specified vesting dates. On November 30, 2015, Mr. Kuchenrither notified us that he was terminating the consulting agreement effective January 4, 2016. All of these shares will be forfeited upon the termination of that agreement. See “Compensation Discussion and Analysis — Other Executive Compensation Matters — Severance” above.

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(1)	Market value is based on the closing price of our Class A Common Stock on September 30, 2015, the last market trading day of fiscal 2015 ($6.17).

(2)

Of these shares, 400,000 vest over a six-year period subject to specified EBITDA growth performance objectives (100,000 on September 30, 2015, 100,000 on September 30, 2016, 100,000 on September 30, 2018, and 100,000 on September 30, 2020), and 600,000 vest over a six-year period in specified amounts if the per-share trading price of our Class A Non-voting Common Stock achieves specified levels ranging from $15 to $80. See “Compensation Discussion and Analysis — Components of Compensation -—Long-Term Incentives” above.

(3)

Of these shares, 60% vest over a three-year period subject to specified EBITDA growth performance objectives (one-third on September 30, 2015, one-third on September 30, 2016 and one-third on September 30, 2017), and 40% vest over a six-year period in specified amounts if the per-share trading price of our Class A Non-voting Common Stock achieves specified levels ranging from $15 to $80. See “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above.

(4)

Of these shares, 300,000 vest over a six-year period subject to specified EBITDA growth performance objectives (75,000 on September 30, 2015, 75,000 on September 30, 2016, 75,000 on September 30. 2018, and 75,000 on September 30, 2020), and 120,000 vest over a six-year period in specified amounts if the per-share trading price of our Class A Non-voting Common Stock achieves specified levels ranging from $15 to $80. See “Compensation Discussion and Analysis — Components of Compensation — Long-Term Incentives” above.

(5)

These shares vest over three years (one-third on October 1, 2013, one-third on October 1, 2014 and one-third on the October 1, 2015), so long as, at each vesting date, the Company has achieved an average annual compounded growth rate in EBITDA of at least 5% when compared to the Company’s EBITDA for the completed fiscal year immediately preceding the grant date. Any shares that do not vest as a result of the failure to attain the applicable performance goal will vest on the next succeeding vesting date so long as the performance goal for that succeeding vesting date has been attained. Based on the Company’s audited financial statements for fiscal 2014, the performance goal for the October 2014 vesting was not met, and the vesting of those shares has been deferred to October 1, 2015, subject to meeting the performance objective for the October 2015 vesting.

(6)

These awards are restricted stock units that vest over three years (one-third on October 1, 2014, one-third on October 1, 2015 and one-third on October 1, 2016), so long as, at each vesting date, the Company has achieved an average annual compounded growth rate in EBITDA of at least 5% when compared to the Company’s EBITDA for the completed fiscal year immediately preceding the grant date. Any shares that do not vest as a result of the failure to attain the applicable performance goal will vest on the next succeeding vesting date so long as the performance goal for that succeeding vesting date has been attained. Based on the Company’s audited financial statements for fiscal 2014, the performance goal for the October 2014 vesting was not met, and the vesting of those shares has been deferred to October 1, 2015, subject to meeting the performance objective for the October 2015 vesting.

(7)

These shares vest over six years (one-third on October 1, 2014, one-third on October 1, 2016, and one-third on October 1, 2018), so long as, at each vesting date, the Company has achieved an average annual compounded growth rate in EBITDA of at least 5% when compared to the Company’s EBITDA for the completed fiscal year immediately preceding the grant date. Any shares that do not vest as a result of the failure to attain the applicable performance goal will vest on the next succeeding vesting date so long as the performance goal for that succeeding vesting date has been attained. Based on the Company’s audited financial statements for fiscal 2014, the performance goal for the October 2014 vesting was not met, and the vesting of those shares has been deferred to October 1, 2016, subject to meeting the performance objective for the October 2016 vesting. In May 2015, the Company and Mr. Kuchenrither entered into a consulting agreement pursuant to which the vesting of these awards will continue in accordance with their terms unless the consulting agreement is terminated prior to the specified vesting dates. On November 30, 2015, Mr. Kuchenrither notified us that he was terminating the consulting agreement effective January 4, 2016. All of these shares will be forfeited upon the termination of that agreement. See “Compensation Discussion and Analysis — Other Executive Compensation Matters — Severance” above.

(8)

Of these shares, 46,800 vest over a four-year period subject to specified EBITDA growth performance objectives (23,400 on September 30, 2016 and 23,400 on September 30, 2018), and 120,000 vest over a six-year period in specified amounts if the per-share trading price of our Class A Non-voting Common Stock achieves specified levels ranging from $15 to $80. See “Compensation Discussion and Analysis — Components of Compensation — Long-term Incentives” above. In May 2015, the Company and Mr. Kuchenrither entered into a consulting agreement pursuant to which the vesting of these awards will continue in accordance with their terms unless the consulting agreement is terminated prior to the specified vesting dates. On November 30, 2015, Mr. Kuchenrither notified us that he was terminating the consulting agreement effective January 4, 2016. All of these shares will be forfeited upon the termination of that agreement. See “Compensation Discussion and Analysis — Other Executive Compensation Matters — Severance” above.

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(1)	Computed using the fair market value of the stock on the date of vesting.

(2)	These shares vested on October 1, 2014 (market value of $9.92 per share on the date of vesting).

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(1)	These amounts were included in the Summary Compensation Table above in the column labeled “All Other Compensation.”

(2)	These amounts were not included in the Summary Compensation Table as the earnings were not in excess of market rates.

(3)	Of the Aggregate Balance at September 30, 2015, the following amounts were previously reported as compensation in the Summary Compensation Tables for prior years: $318,504 for Mr. Welch, $41,160 for Ms. Maccarrone and $536,506 for Mr. Kuchenrither.

(4)	Mr. Ashby did not become an executive officer until May 2015 and, therefore, did not receive any SERP contribution for fiscal 2015.

(5)	Mr. Kuchenrither’s employment terminated in May 2015, and 100% of his balance was vested as of that date. These vested funds have been paid to Mr. Kuchenrither.

(1)	We reimburse certain of our executives, including all of the Named Executive Officers, for healthcare costs in excess of amounts covered by our health insurance plans. The amounts shown represent the amount of such supplemental healthcare benefits we paid to each of the Named Executive Officers during each of the years presented.

(2)	Represents taxable group life insurance premiums paid on behalf of the Named Executive Officers. The benefit provides life and accidental death and dismemberment coverage at three times the Named Executive Officer’s annual salary up to a maximum of $1 million.

(3)	Includes the fiscal 2015 Company contributions to the 401(k) plan and the Supplemental Executive Retirement Plan.

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(4)

During fiscal 2013 and part of fiscal 2014, we had a consulting agreement with LPG Limited (HK), an entity wholly-owned by Mr. Given. The amounts shown represent the amount of consulting fees we paid to LPG Limited pursuant to such consulting agreement. The fiscal 2015 amount shown for Mr. Kuchenrither represents the consulting fees paid to him pursuant to the consulting agreement effective May 26, 2015. See “Compensation Discussion and Analysis — Other Executive Compensation Matters — Severance” above

(5)	The amounts shown represent the aggregate amounts we paid to each of the Named Executive Officers associated with their relocation to Austin, Texas.

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Kuchenrither Consulting Agreement — In May 2015, we entered into a consulting agreement with Mr. Kuchenrither, pursuant to which Mr. Kuchenrither will provide certain consulting and advisory services as directed by the Chief Executive Officer. During the term of the agreement, the Company will pay Mr. Kuchenrither $450,000 per year and will continue Mr. Kuchenrither’s executive-level healthcare benefits. The agreement runs for two years, unless sooner terminated by either party. If the agreement is terminated prior to the end of its stated two-year term, Mr. Kuchenrither, under certain circumstances, will be entitled to a severance payment equal to $800,000 (the amount of the severance benefit Mr. Kuchenrither was entitled to at the time he moved into a consulting role) less the aggregate amount of payments Mr. Kuchenrither previously received under the agreement. The agreement also allows for Mr. Kuchenrither to continue vesting in any existing equity awards in accordance with their terms. In the agreement, Mr. Kuchenrither provided a general release of claims against the Company and affirmed certain noncompetition and nonsolicitation obligations to which he is subject during the term of the agreement and for a period of one year thereafter. The terms of the agreement supersede and supplant all other obligations the Company has to pay severance to Mr. Kuchenrither. On November 30, 2014, Mr. Kuchenrither notified us that he would be terminating the agreement effective January 4, 2016. By reason of such termination, Mr. Kuchenrither will be entitled to a severance payment of approximately $575,000.

•	Restricted Stock Award Agreements — The standard restricted stock award agreement pursuant to which we grant restricted stock to our employees generally provides that vesting is accelerated in whole or in part in the event of the holder’s death or disability.

•	SERP Contributions — For all executives (including the Named Executive Officers), any unvested Company contributions to the SERP will vest in the case of death or disability of the participant or a change-in-control.

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Change in Control Benefits — In June 2014, the Board of Directors approved the EZCORP, Inc. Change in Control Severance Plan that provides certain of our senior executives with certain severance benefits if (1) the executive’s employment is either terminated by the Company for any reason other than Cause (as defined in the plan), death, disability or mandatory retirement or terminated by the executive for Good Reason (as defined in the plan) and (2) such termination of employment occurs within two years after a “Change in Control” of the Company or prior to, but in connection with, a potential Change in Control. The term “Change in Control” is defined in the plan and includes not only a change in the beneficial ownership of the Company’s voting stock, but also certain changes in the composition of the Board of Directors. To date, a Change in Control (as defined in the plan) has not occurred. There are currently no participants in the plan.

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General severance benefits — We currently provide each of our executive officers with one year salary continuation if his or her employment is terminated by the Company without cause. In addition, the severance arrangement for Jodie E. B. Maccarrone, an executive officer, includes (a) an amount equal to prorated annual incentive bonus at target for the year in which termination of employment occurs, (b) continuation of healthcare benefits for one year following termination of employment and(c) accelerated vesting of outstanding restricted stock, restricted stock units and SERP contributions awarded to Ms. Maccarrone prior to July 29, 2015; provided that these additional benefits will be payable only if Ms. Maccarrone’s employment is terminated by the Company without cause prior to August 1, 2017.

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(1)	Represents the number of shares subject to accelerated vesting (as described above), multiplied by the closing sales price of the Class A Common Stock on September 30, 2015 ($6.17).

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(1)	Amounts represent the aggregate grant date fair value of restricted stock awards, computed in accordance with FASB ASC 718-10-25. See Note 10 to our Consolidated Financial Statements included in “Item 8 - Financial Statements and Supplemental Data.” The actual value realized by the director with respect to stock awards will depend on the market value of our stock on the date the stock is sold.

(2)	Mr. Appel joined the Board of Directors in January 2015 and received non-employee director fees for the second, third and fourth quarters.

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(1)	Excludes 583,161 shares of restricted stock that were outstanding at September 30, 2015.

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(a)	MS Pawn Corporation is the general partner of MS Pawn Limited Partnership and has the sole right to vote its shares of Class B Common Stock and to direct their disposition. Mr. Cohen is the sole stockholder of MS Pawn Corporation.

(b)	The number of shares and percentage reflect Class A Common Stock, inclusive of Class B Common Stock, shares of which are convertible to Class A Common Stock on a one-to-one basis.

(c)	Based on the Forms 13G filed by various Blackrock managers on March 10, 2015.

(d)	Based on the Form 13G filed by FMR LLC on June 10, 2015.

(e)	Based on the Form 13F filed by The Vanguard Group, Inc. on February 11, 2015.

(f)	Based on the Form 13F filed by Huber Capital Management LLC on February 12, 2015.

(g)	Does not include 7,000 shares of unvested restricted stock.

(h)	Does not include 8,000 shares of unvested restricted stock.

(i)	Does not include 420,000 shares of restricted stock that have been awarded but not yet issued.

(j)	Does not include 1,000,000 shares of restricted stock that have been awarded but not yet issued.

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(k)	Includes 1,865 shares held through the Company’s 401(k) retirement savings plan. Does not include 8,000 shares of unvested restricted stock or 24,700 shares of restricted stock that have been awarded but not yet issued.

(l)	Does not include 30,000 shares of restricted stock that have been awarded but not yet issued.

(m)	Does not include 35,000 shares of restricted stock that have been awarded but not yet issued.

(n)	Does not include 9,166 unvested restricted stock units or 40,000 shares of restricted stock that have been awarded but not yet issued.

(o)	Includes 433 shares held through the Company's 401(k) retirement savings plan. Does not include 10,666 shares of unvested restricted stock, 34,400 unvested restricted stock units or 40,000 shares of restricted stock that have been awarded but not yet issued.

(p)	Does not include 3,000 shares of unvested restricted stock or 35,000 shares of restricted stock that have been awarded but not yet issued.

(q)	Group includes those persons who were serving as directors and executive officers on October 31, 2015. Number shown does not include 51,400 shares of unvested restricted stock, 52,733 unvested restricted stock units or 1,570,000 shares of restricted stock that have been awarded but not yet issued.

(a)

The Board’s determination that a director is independent was made on the basis of the standards for independence set forth in the NASDAQ Listing Rules. Under those standards, a person generally will not be considered independent if he or she has a relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ rules also describe specific relationships that will prevent a person from being considered independent.

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(b)	In making the determination that Mr. Creel is independent, the Board specifically considered the transaction described under “Related Party Transactions” above, and concluded that such transaction, and the relationship arising from that transaction, does not interfere with Mr. Creel’s exercise of independent judgment in carrying his responsibilities of a director.

(c)

Mr. Cumins is the Managing Director of Cash Converters International Limited. Mr. Grimshaw serves and the chairman of the board of directors of Cash Converters International, and Mr. Given also serves on the board of directors, and is a member of the Remunerations Committee. Because of this relationship, Mr. Cumins is not independent in accordance with the standards set forth in the NASDAQ Listing Rules.

(d)	Mr. Grimshaw, Mr. Given and Mr. Rotunda are executive officers and, therefore, are not independent in accordance with the standards set forth in the NASDAQ Listing Rules.

(a)	Amount for fiscal 2015 includes $30,650 in BDO USA, LLP fees pertaining to the fiscal 2014 audit.

(b)

Audit related fees for fiscal 2015 (including $886,632 billed by BDO USA, LLP and $1,767,158 billed by Deloitte & Touche LLP) consist primarily of (1) consultations, (2) fees incurred in conjunction with the restatement of previously issued financial statements, (3) fees incurred in conjunction with our registration statements on Forms S-3, S-4 and S-8 and (4) the audit of our 401(k) retirement savings plan. Audit related fees for fiscal 2014 consist of consultations and the audit of our 401(k) retirement savings plan.

(c)	Tax fees were billed by Deloitte & Touche LLP and comprised primarily tax restructuring.

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•	Report of Independent Registered Public Accounting Firm (2015) — BDO USA, LLP

•	Report of Independent Registered Public Accounting Firm (2014 and 2013) — Deloitte & Touche LLP

•	Consolidated Balance Sheets as of September 30, 2015 and 2014

•	Consolidated Statements of Operations for each of the three years in the period ended September 30, 2015

•	Consolidated Statements of Comprehensive (Loss) Income for each of the three years in the period ended September 30, 2015

•	Consolidated Statements of Cash Flows for each of the three years in the period ended September 30, 2015

•	Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended September 30, 2015

•	Notes to Consolidated Financial Statements.

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