W.A.G Payment Solutions PLC

Proxy Solicitation & Information Statement • Apr 12, 2023

Attendance Card

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

The Chairman of W.A.G payment solutions PLC invites you to attend the Annual General Meeting of the Company to be held at Third Floor (East), Albemarle House, 1 Albemarle Street, London W1S 4HA on 11 May 2023 at 4.00 pm.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 11 May 2023

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 9 May 2023 at 4.00 pm.

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.
  • 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.
• 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 0370 702 0000 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.

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

	Ordinary Business	For	Against	Vote Withheld
1.	To receive the Company's annual report and audited financial statements for the period ended 31 December 2022.
2.	To receive and approve the Directors' Remuneration Report for the period ended 31 December 2022.
3.	To re-elect Paul Manduca as a Director.
4.	To re-elect Martin Vohánka as a Director.
5.	To re-elect Mirjana Blume as a Director.
6.	To re-elect Sharon Baylay-Bell as a Director.
7.	To re-elect Morgan Seigler as a Director.
8.	To re-elect Susan Hooper as a Director.
9.	To re-elect Caroline Brown as a Director.
10.	To re-appoint PricewaterhouseCoopers LLP as auditor of the Company.
11.	To authorise the Audit and Risk Committee to determine the remuneration of the Auditor.
12.	To authorise the Company to make political expenditure and donations.
13.	To approve the Rule 9 Waiver.
14.	To authorise the Directors to allot shares in the Company, in accordance with section 551 of the Companies Act 2006.
15.	Special Business To authorise the Directors to disapply pre-emption rights, in accordance with 561 of the Company Act 2006.
16.	To authorise the Directors to disapply pre-emption rights up to a further 5% for the purposes of acquisitions or capital investments.
17.	To authorise the Company to purchase its own ordinary shares.
18.	To authorise the Directors to call a general meeting other than an annual general meeting on not less than 14 clear days' notice.

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 Annual General Meeting of W.A.G payment solutions PLC to be held at Third Floor (East), Albemarle House, 1 Albemarle Street, London W1S 4HA on 11 May 2023 at 4.00 pm, 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.			Vote			Please use a black pen. Mark with an X inside the box as shown in this example.			Vote
	Ordinary Business	For	Against	Withheld				For	Against	Withheld
1.	To receive the Company's annual report and audited financial statements for the period ended 31 December 2022.				10.	To re-appoint PricewaterhouseCoopers LLP as auditor of the Company.
2.	To receive and approve the Directors' Remuneration Report for the period ended 31 December 2022.				11.	To authorise the Audit and Risk Committee to determine the remuneration of the Auditor.
3.	To re-elect Paul Manduca as a Director.				12.	To authorise the Company to make political expenditure and donations.
4.	To re-elect Martin Vohánka as a Director.				13.	To approve the Rule 9 Waiver.
5.	To re-elect Mirjana Blume as a Director.				14.	To authorise the Directors to allot shares in the Company, in accordance with section 551 of the Companies Act 2006. Special Business
6.	To re-elect Sharon Baylay-Bell as a Director.				15.	To authorise the Directors to disapply pre-emption rights, in accordance with 561 of the Company Act 2006.
7.	To re-elect Morgan Seigler as a Director.				16.	To authorise the Directors to disapply pre-emption rights up to a further 5% for the purposes of acquisitions or capital investments.
8.	To re-elect Susan Hooper as a Director.				17.	To authorise the Company to purchase its own ordinary shares.
9.	To re-elect Caroline Brown as a Director.				18.	To authorise the Directors to call a general meeting other than an annual general meeting on not less than 14 clear days' notice.

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

1 ground 8033335	NAMEDIANA	00 19	MARKETERS	and Super Auspective

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).

H 1 0 4 2 0 3 WP S