Proxy Solicitation & Information Statement • Apr 11, 2024
Proxy Solicitation & Information Statement
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MR SAM SAMPLE DESIGNATION (IF ANY) MR JOINT HOLDER 1
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Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. Additional Holders:
ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4
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 16 May 2024 at 4.00 pm.
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Please detach this portion before posting this proxy form.
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Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 14 May 2024 at 4.00 pm.
Kindly Note: This form is issued only to the addressee(s) and is specific to the All Named Holders 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.
MR A SAMPLE
| Ordinary Resolutions 1. To receive the Company's annual report and audited fi nancial statements for the period ended 31 December 2023. |
Vote For Against Withheld |
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|---|---|---|
| 2. To receive and approve the Directors' Remuneration Report for the period ended 31 December 2023. |
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| 3. To receive and approve the Directors' Remuneration Policy. | ||
| 4. To re-elect Sharon Baylay-Bell as a Director. | ||
| 5. To re-elect Mirjana Blume as a Director. | ||
| 6. To re-elect Paul Manduca as a Director. | ||
| 7. To re-elect Morgan Seigler as a Director. | ||
| 8. To re-elect Martin Vohánka as a Director. | ||
| 9. To elect Steve Dryden as a Director. | ||
| 10. To elect Sophie Krishnan as a Director. | ||
| 11. To elect Kevin Li Ying as a Director. | ||
| 12. To elect Oskar Zahn as a Director. | ||
| 13. To re-appoint PricewaterhouseCoopers LLP as auditor of the Company. |
| 14. To authorise the Audit and Risk Committee to determine the remuneration of the Auditor. |
Vote For Against Withheld |
|
|---|---|---|
| 15. To authorise the Company to make political expenditure and donations. | ||
| 16. To approve the Long Term Incentive Plan. | ||
| 17 To approve the Rule 9 Waiver. | ||
| 18. To authorise the Directors to allot shares in the Company, in accordance with section 551 of the Companies Act 2006. |
||
| Special Resolutions | ||
| 19. To authorise the Directors to disapply pre-emption rights, in accordance with 561 of the Companies Act 2006. |
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| 20. To authorise the Directors to disapply pre-emption rights up to a further 5% for the purposes of acquisitions or capital investments. |
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| 21. To authorise the Company to purchase its own ordinary shares. | ||
| 22. To authorise the Directors to call a general meeting other than an annual general meeting on not less than 14 clear days' notice. |
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.
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 16 May 2024 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.
| Please use a black pen. Mark with an X | |
|---|---|
| inside the box as shown in this example. | X |
| 1. | Ordinary Resolutions To receive the Company's annual report and audited fi nancial statements for the period ended 31 December 2023. |
For | Vote Against Withheld |
|---|---|---|---|
| 2. | To receive and approve the Directors' Remuneration Report for the period ended 31 December 2023. |
||
| 3. | To receive and approve the Directors' Remuneration Policy. | ||
| 4. | To re-elect Sharon Baylay-Bell as a Director. | ||
| 5. | To re-elect Mirjana Blume as a Director. | ||
| 6. | To re-elect Paul Manduca as a Director. | ||
| 7. | To re-elect Morgan Seigler as a Director. | ||
| 8. | To re-elect Martin Vohánka as a Director. | ||
| 9. | To elect Steve Dryden as a Director. | ||
| 10. To elect Sophie Krishnan as a Director. | |||
| 11. To elect Kevin Li Ying as a Director. | |||
| 12. To elect Oskar Zahn as a Director. |
| 13. To re-appoint PricewaterhouseCoopers LLP as auditor of the Company. |
For | Vote Against Withheld |
|---|---|---|
| 14. To authorise the Audit and Risk Committee to determine the remuneration of the Auditor. |
||
| 15. To authorise the Company to make political expenditure and donations. |
||
| 16. To approve the Long Term Incentive Plan. | ||
| 17. To approve the Rule 9 Waiver. | ||
| 18. To authorise the Directors to allot shares in the Company, in accordance with section 551 of the Companies Act 2006. |
||
| Special Resolutions | ||
| 19. To authorise the Directors to disapply pre-emption rights, in accordance with 561 of the Companies Act 2006. |
||
| 20. To authorise the Directors to disapply pre-emption rights up to a further 5% for the purposes of acquisitions or capital investments. |
||
| 21. To authorise the Company to purchase its own ordinary shares. |
||
| 22. 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

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 offi cer duly authorised, stating their capacity (e.g. director, secretary).
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All Correspondence to:
Bristol, BS99 6ZY Tel: +44 (0370) 702 0000
Computershare Investor Services PLC The Pavilions, Bridgwater Road
(AA111AAZZ)
Please note that the 2023 Annual Report and Accounts and Notice of 2024 Annual General Meeting are now available and can be viewed at:
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At W.A.G PAYMENT SOLUTIONS PLC we are committed to ceating a sustainable future for our industry, customers, communities, and company. As a shareholder, you can support our strategy and priorities by choosing to receive your shareholder communications in electronic form, thereby reducing the environmental impact of our communications. Many shareholders already receive electronic communications from us and we would encourage you to do the same and provide us with your email address.
By providing us with your email address you will:
To join our community of eComms shareholders please submit your email address by either:
• visiting our Investor Centre website (www.investorcentre.co.uk/ecomms). You will need your Shareholder Reference Number printed above; or • completing the below with your email address and return this in the reply paid envelope provided.
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