W.A.G Payment Solutions PLC

Proxy Solicitation & Information Statement • Feb 20, 2023

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. Additional Holders:

The Chairman of W.A.G payment solutions plc invites you to attend the General Meeting of the Company to be held at Albemarle House, 1 Albemarle St, London W1S 4HA on 9 March 2023 at 1.30 p.m.

Please detach this portion before posting this proxy form.

Form of Proxy - General Meeting to be held on 9 March 2023

Toppan Merrill - Mercury EGM Proxy ED | 105175 | 15-Feb-23 08:03 | 22-32893-2.ba | Sequence: 1

CHKSUM Content: 20934 Layout: 28327 Graphics: 64905 CLEAN

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 1.30 p.m. on 7 March 2023.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1093 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3. The 'Vote Withheld' option overleaf 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 the votes 'For' and 'Against' a resolution.
• 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this form should be initialled.
• 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

JOB: 22-32893-2 CYCLE#;BL#: 7; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100

All Named Holders

COLORS: PANTONE 249 C, ~note-color 2, Black GRAPHICS: barcode_k_icon.eps, computer_ED_k_icon.eps, ew_eurowag_fpo_k_logo.eps V1.5

Poll Card To be completed only at the Meeting if a Poll is called.

Toppan Merrill - Mercury EGM Proxy ED | 105175 | 15-Feb-23 08:03 | 22-32893-2.ba | Sequence: 2

Ordinary Resolutions Vote

CHKSUM Content: 51619 Layout: 21802 Graphics: 0 CLEAN

1. THAT the proposed acquisition of Grupa Inelo S.A. (the "Proposed Acquisition"), on the terms set out in the Acquisition Agreement (as defined in the circular to shareholders dated 20 February 2023 (the "Circular")), be and is hereby approved and the Directors (or a committee of the Directors) be and are hereby authorised to waive, amend, vary or extend any of the terms of the Acquisition Agreement and to do all such things as they may consider in their sole discretion to be necessary or desirable to implement and give effect to, or otherwise in connection with, the Proposed Acquisition and any matters incidental to the Proposed Acquisition.

For Against Withheld

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the General Meeting of W.A.G payment solutions plc to be held at Albemarle House, 1 Albemarle St, London W1S 4HA on 9 March 2023 at 1.30 p.m., and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

Ordinary Resolutions Vote

1. THAT the proposed acquisition of Grupa Inelo S.A. (the "Proposed Acquisition"), on the terms set out in the Acquisition Agreement (as defined in the circular to shareholders dated 20 February 2023 (the "Circular")), be and is hereby approved and the Directors (or a committee of the Directors) be and are hereby authorised to waive, amend, vary or extend any of the terms of the Acquisition Agreement and to do all such things as they may consider in their sole discretion to be necessary or desirable to implement and give effect to, or otherwise in connection with, the Proposed Acquisition and any matters incidental to the Proposed Acquisition.

inside the box as shown in this example.✘

+

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature Date

JOB: 22-32893-2 CYCLE#;BL#: 7; 0 TRIM: 8.27" x 11.69" AS: London: 011-44-20-7422-6100

COLORS: Cyan, ~note-color 2, Black GRAPHICS: none V1.5

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

WKF1531 02 WPS +

Please use a black pen. Mark with an X