PAYPOINT PLC

Proxy Solicitation & Information Statement • Mar 31, 2016

Explanatory notes Meeting. If you wish to appoint a person other than the Chairman, please insert the name of your

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be ^a shareholder as his or her proxy to exercise all or any of his or her 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. 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 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 proxy form has been issued in respect of ^a designated account for ^a shareholder, the full voting entitlement for that designated account). chosen proxy in the space provided (see over). If the proxy is being appointed in relation to less than your full voting entitlement, please enter 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 proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). 2. Lodging a form of proxy will not prevent you from attending and voting in person. The Company will give eect to the intention of its members and include votes wherever and to the fullest extent possible. Any amendments you make to any form of proxy must be initialled by you. 3. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your
• 1. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, may not exceed the number of shares held by you). Please also indicate 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. proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate 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. 4. Where there is more than one proxy appointed and the total number of shares in respect of which proxies are appointed is no greater than the member's entire holding, it is assumed that
• 1. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with section 146 of the Companies Act 2006 (nominated persons). Nominated persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights. proxies are appointed in relation to dierent shares, rather than that conflicting appointments have been made in relation to the same shares. There is only assumed to be a conflict where the aggregate number of shares in respect of which proxies have been appointed exceeds the member's entire holding. 5. If there are conflicting proxies, later proxies will prevail over earlier proxies, and which proxy is later will be determined on the basis of which proxy is last sent (or, if the Company is unable to determine which is last sent, last received). Proxies in the same envelope will be treated as sent and received at the same time.
• 1. The vote withheld option above 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. 6. If conflicting proxies are sent or received at the same time, or if the Company is unable to determine which was sent or received last in respect of (or deemed to be in respect of) an entire holding, none of them shall be treated as valid. 7. Subject always to paragraph 6, where the aggregate number of shares in respect of which proxies are appointed exceeds your entire holding and it is not possible to determine the order in
• 1. 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 or adjourned 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. 13. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment in the instruction given to a previously appointed
• 1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number RA10) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID:RA1O) by the latest time(s) for receipt of proxy appointments specified in the notice of Annual General Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. 14. CREST members and, where applicable, their CREST sponsors or voting service providers
• 1. The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated. should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has
• 1. To be effective, all votes must be lodged not less than ⁴⁸ hours before the time of the meeting at the office of the Company's registrars at: Capita Asset Services, PXS 1, ³⁴ Beckenham Road, Beckenham, Kent BR3 4ZF. appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to
• 1. 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 Capita Asset Services accept no liability for any instruction that does not comply with these conditions. those sections of the CREST manual concerning practical limitations of the CREST system and timings. The CREST manual can be reviewed at www.euroclear.com/CREST. 15. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 16. If this Form of Proxy is signed by someone else on your behalf, their authority to sign must be

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RLUB-TBUX-EGUC

ATTENDANCE CARD

PAYPOINT PLC ANNUAL GENERAL MEETING

To be held at 12.00 noon on 28 July 2016 at the offices of Canaccord Genuity, 88 Wood Street, EC2V 7QR.

If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company's registrars. This will facilitate entry to the meeting.

Signature of person attending Barcode:

Investor Code:

FORM OF PROXY PAYPOINT PLC ANNUAL GENERAL MEETING Bar Code:

Investor Code:

Event Code:

I/We being a member of the Company hereby appoint the Chairman of the meeting or (see note 1 over) Name of proxy

Number of shares proxy appointed over

For Against Vote Withheld

as my/our proxy to exercise all or any of my rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the annual general meeting of PayPoint plc (the "company") to be held at 12.00 noon on 28 July 2016 at the offices of Canaccord Genuity, 88 Wood Street, EC2V 7QR and at any adjournment thereof. I/We would like my/our proxy to vote on the resolutions proposed at the meeting as specified below. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. On any other business arising at the meeting (including any motion to amend a resolution or to adjourn the meeting) my/our proxy will act at his or her discretion. For the appointment of one or more proxy, please refer to explanatory note 2 (over). Items 1 to 13 are items of ordinary business, items 14 to 17 are items of special business.

Please also tick here if you are appointing more than one proxy.

Please mark û to indicate how you wish to vote Please mark û to indicate RESOLUTIONS RESOLUTIONS how you wish to vote

Ordinary Business Ordinary Business continued

• ¹ To receive the annual reports and accounts for the year ended ³¹ March 2016. 2 To approve the directors' remuneration report for the year
• ended 31 March 2016.
• ³ To declare ^a final dividend of 28.2p per ordinary share of the Company.
• 4 To re-elect Ms Gill Barr as a director of the Company.
• 5 To re-elect Mr Neil Carson as a director of the Company.
• 6 To re-elect Mr George Earle as a director of the Company.
• 7 To re-elect Mr David Morrison as a director of the Company.
• 8 To re-elect Mr Dominic Taylor as a director of the Company.

• 9 To re-elect Mr Tim Watkin-Rees as a director of the Company.

• 10 To re-elect Mr Nick Wiles as a director of the Company.

• 11 To elect Mr Giles Kerr as a director of the Company.
• 12 To re-appoint Deloitte LLP as auditor of the Company.
• 13 To authorise the directors to determine the auditor's remuneration.

Special Business

• 14 Ordinary Resolution: To authorise the directors to allot shares in accordance with section 551 of the Companies Act 2006. 15 Special Resolution: To dis-apply statutory pre-emption rights in accordance with section ⁵⁷⁰ of the Companies Act 2006.
• 16 Special Resolution: To authorise the Company to make market
• purchases ofits ordinary shares up to 10% of the issued share capital. 17 Special Resolution: To allow any general meeting (other than an annual general meeting) to be called on 14 days' notice.