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PAYPOINT PLC

Proxy Solicitation & Information Statement Jun 23, 2021

4832_agm-r_2021-06-23_3d8f65b3-8291-4419-9811-aea5557e0e84.pdf

Proxy Solicitation & Information Statement

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PAYPOINT PLC –
2021 ANNUAL GENERAL MEETING
FORM OF PROXY
Please read the explanatory notes overleaf before completing this form.
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Shareholder reference
Voting ID
You may submit your votes electronically using the above numbers at www.sharevote.co.uk
I/we hereby appoint the Chair of the meeting as my/our proxy to attend/speak and vote on my/our
behalf at the Annual General Meeting (the 'AGM') of PayPoint plc (the 'Company') to be held at the
Company's registered offices located at 1 The Boulevard, Shire Park, Welwyn Garden City, Herts
AL7 1EL on 21 July 2021 at 12.00 noon and at any adjournment of it, as indicated below:
Please indicate with an "X" in the appropriate boxes how you wish the proxy or proxies to vote or if
you wish them to abstain from voting.
Please tick here if this proxy appointment is one of multiple appointments being made
Resolutions
For
Against Withheld
1.
To receive the Annual Report and Accounts for the year ended
31 March 2021
2.
To approve the Directors' Remuneration Report for the year ended
31 March 2021
3.
To declare a final dividend of 16.6p per ordinary share for the year ended
31 March 2021
4.
To elect Alan Dale as a Director
5.
To elect Rosie Shapland as a Director
6.
To re-elect Gill Barr as a Director
7.
To re-elect Giles Kerr as a Director
8.
To re-elect Rakesh Sharma as a Director
9.
To re-elect Nick Wiles as a Director
10.
To re-elect Ben Wishart as a Director
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11.
To re-appoint KPMG LLP as auditor (the 'Auditor')
12.
To authorise the Audit Committee to determine the Auditor's remuneration
13.
To authorise the Directors to allot ordinary shares in the Company
14.
To authorise the Directors to dis-apply statutory pre-emption rights
15.
To provide the Directors with additional authority to dis-apply statutory
pre-emption rights

16.
To authorise the Company to purchase its own shares
17.
To authorise the Company to hold a general meeting on not less than
14
clear days' notice

18.
To adopt New Articles of Association
Special Resolutions
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Notes

    1. In order to be valid, this Form of Proxy and any power of attorney, or notarially certified copy thereof, under which it is executed must be (a) completed, signed and lodged with the Company's registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom or (b) the proxy appointment must be lodged using the CREST Proxy Voting Service in accordance with Note 9 below or (c) by email to [email protected] as soon as possible but, in any event, so as to arrive no later than 12.00 noon on 19 July 2021.
    1. If the proxy is being appointed in relation to less than your full voting entitlement, please enter next to the Chair's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
    1. A member may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to different shares held by the member.
    1. Please indicate next to the proxy holder's name the number of shares in relation to which the proxy is authorised to act as your proxy. Please also indicate, by ticking the box provided, if the proxy appointment is one of multiple appointments made. All forms must be signed and should be returned together.
    1. The 'Vote withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.
    1. In the absence of instructions the proxy may vote or abstain from voting the shares with respect to which he or she has been appointed as he or she thinks fit on both: (a) the resolutions specified above; and (b) unless instructed otherwise, on any other business (including amendments to resolutions) which may come before the AGM.
    1. Where the member is a corporation, this form must be executed under its common seal or signed by any officer, attorney or other person duly authorised by the corporation.
    1. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register.
    1. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com). The message must, in order to be valid, be transmitted so as to be received by Equiniti (ID RA19) by the latest time for receipt of proxy appointments specified in Note 1 above. See Note 5 of the Notice of 2021 Annual General Meeting for further information on proxy appointment through CREST.

Equiniti Freepost RTHJ-CLLL-KBKU AAATDFAADAADAFDDDATTDADTDDFAFADFFADF

BN99 8LU

LANCING

Spencer Road

Aspect House

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