PAYPOINT PLC

Proxy Solicitation & Information Statement • Aug 15, 2023

A D M IS S IO N C A	P A Y P O IN T P L C
R D

on Thursday 7 September 2023 at 12.00 noon.Annual General Meeting

Shareholder Reference Number

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At the time of issuing the Notice of Meeting, we are planning the holding of a physical general meeting. We are votes, whether submitted electronically or in hard copy form, will be included in the polls to be taken at the meeting. electronically and to appoint the Chair of the meeting as their proxy with their voting instructions. All valid proxy website https://corporate.paypoint.com/investor-centre/meeting. The Board encourages shareholders to vote and the Notice of Meeting are available to view or download in the Investor Relations section of the Company's The Company's Annual Report and Accounts for the financial year ended 31 March 2023 (the 'Report and Accounts')

5 September 2023 by registering their attendance via our Company Secretary, CompanySecretary@paypoint.com.shareholders wishing to attend the meeting in person must notify us by no later than 12.00 noon on Tuesday Herts AL7 1EL on Thursday 7 September 2023 at 12.00 noon. However, in order to properly plan for the meeting therefore proposing to hold this year's AGM at PayPoint's office, 1 The Boulevard, Shire Park, Welwyn Garden City,

		2023 ANNUAL GENERAL MEETING FORM OF PROXY
		Please read the explanatory notes overleaf before completing this form.
+	Voting ID	Task ID		Shareholder Reference	+
		You may submit your votes electronically using the above numbers at www.sharevote.co.uk				Si
		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 7 September 2023 at 12.00 noon and at any adjournment of it, as indicated below:				gn ed
	you wish them to abstain from voting.	Please indicate with an "X" in the appropriate boxes how you wish the proxy or proxies to vote or if
		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	2023
2.	To approve the Directors' Remuneration Policy
3.		To approve the Directors' Remuneration Report for the year ended 31 March	2023
4.	31 March 2023	To declare a final dividend of 9.3 p per ordinary share for the year ended
5.	To re-elect Rosie Shapland as a Director
6.	To re-elect Gill Barr as a Director
7.	To re-elect Giles Kerr as a Director					Da te
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
11.	To elect Guy Parsons as a Director
12.	To appoint PwC LLP as auditor (the 'Auditor')
13.		To authorise the Audit Committee to determine the Auditor's remuneration
14.		To authorise the Directors to allot ordinary shares in the Company
15.		To authorise the Directors to dis-apply statutory pre-emption rights*
16.	pre-emption rights*	To provide the Directors with additional authority to dis-apply statutory
17.	To authorise the Company to purchase its own shares*
18.	days' notice*	To authorise the Company to hold a general meeting on not less than 14	clear
	* Special Resolutions
		Signed		Date
+					+

PAYPOINT PLC –

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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) online at www.sharevote.co.uk, using the Voting ID, Task ID & Shareholder Reference Number printed on this form, as soon as possible but, in any event, so as to arrive no later than 12.00 noon on 5 September 2023.
• 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. 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) there solutions 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 (IDRA19) by the latest time for receipt of proxy appointments specified Note 1 above. See Note 5 of the Notice of 2023 Annual General Meeting for further information on proxy appointment through CREST.

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Equiniti

BN99 8LU

BN99 8LU

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LANCING

LANCING

Spencer Road

Spencer Road

BN99 8LU

LANCING Equiniti

BN99 8LU