PAYPOINT PLC — AGM Information 2021

Jun 23, 2021

PAYPOINT PLC – 2021 ANNUAL GENERAL MEETING FORM OF PROXY Please read the explanatory notes overleaf before completing this form.		we Ad At Th ou no gu pe ple 21 Pa ho co pr Bo se an NO ox th ct d A tif Ju yP py e C r C ida rm ldi ar bs dit as TI y w ion d e y u fo ng oi e t itt ite om e n CE ly ion nc cc om nt of of ed rm s b 20 im at ith nc e a ou ot O pa al pa 's to a e o th , w ou 21 ht e t th y n nt F A inf nd ny offi ny ph at at ra e C s') f i ill tp ha S eir so or o l 's VA ce ys ge ss be an ec te 1 s:/ t: vo ma at An	An A on PA W D nu Y M ed al P Ge ne IS O sd ne S IN ay ra IO T 2 l M
+ + Task ID Shareholder reference Voting ID You may submit your votes electronically using the above numbers at www.sharevote.co.uk 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 21 July 2021 at 12.00 noon and at any adjournment of it, as indicated below: Please indicate with an "X" in the appropriate boxes how you wish the proxy or proxies to vote or if you wish them to abstain from voting. 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 2021 2. To approve the Directors' Remuneration Report for the year ended 31 March 2021 3. To declare a final dividend of 16.6p per ordinary share for the year ended 31 March 2021 4. To elect Alan Dale as a Director 5. To elect Rosie Shapland as a Director 6. To re-elect Gill Barr as a Director 7. To re-elect Giles Kerr as a Director 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	Si gn ed Da te	om cia , 1 ica uin ILA s s 2.0 in i) a nd /c ret er d t tin tio nu l d pa th Th clu or o l g ha g t tt 0 ar BI he al g i n o ist ny po n t en e B en an no re y, de he LIT N Re ns an 's n t his ho rat sa 1 da er on N d i ou ot tru Y we po cin 2.0 al ra lde he o nc e.p ot . H n t ice lev rt me ct hc cc bs m g m ice e a 0 ow rs he of ay ar an ion ar as ite ea no et of to t t p po d, ea ev M ne d A ion ht su ing s. on ol vo he M Sh su er int ee @ Al ls re o ; a tp cc A , in . W te ee re ire pa tin .co to l v s t n W nd s:/ ou GM e s, o tin P yp e a b ali g a o b m/ lec /c ii) nt sh rd ar e t ed g, d p w oi re or to re s f inv er e i ar tro k, nt th ak ne ill po th to ro eh av or mp W e es .co be e p en nic sd xy er th na rat elw ail p old to lem re at m. ef ay vo rev all ro ab ble e fi e.p r-c er st yn or 14 th te y a te en le ail us s w e p na en ric ay G ct e s, nd to te ing Ju nc tre to te ar po th me ish ro wh to d f vie ly de U d t ial co int po /m e h et ing et or 20 ap K G ye w n C o s sin ing .co ee th mp ea he to 21 or po ar ov ha ity tin lth g t r s m/ is d by ly at int en er re , H ow ye of ub g. o h wi inv te re th de ho nm ar er th mi sh nlo old es nd gis d 3 lde e C 's ts th en tt to th ar ad AG A th te ed t g rs 1 e p ha eh r-c in e m L7 rin Ma is e on M uid ir o old rev th en 1 ye lec g t ca ee ly rc EL an f t tre e I er ail ar tro h he n b tin an o he s a ce 's nv ing 20 /m ir a d n g i n W nic e f AG p m es nd 21 U ee er tt n p o g ou all ee to co M (t K G ed tin en mi y o tin nd er r R ue at he ne lle ts g. da ov so o g a ela r in st 'R th ag sd Th nc n o er n m s w ha tio s t ep ue ay e e v e nm ur us he ill or s, ns rd ia en t be t ir t	P N 1 J ee C LC uly tin A 2 g 02 R D 1 a t 1 2. 00 no on
11. To re-appoint KPMG LLP as auditor (the 'Auditor') 12. To authorise the Audit Committee to determine the Auditor's remuneration 13. To authorise the Directors to allot ordinary shares in the Company 14. To authorise the Directors to dis-apply statutory pre-emption rights 15. To provide the Directors with additional authority to dis-apply statutory pre-emption rights 16. To authorise the Company to purchase its own shares 17. To authorise the Company to hold a general meeting on not less than 14 clear days' notice 18. To adopt New Articles of Association Special Resolutions + Signed Date +			Sh ar eh ol de r R ef er en ce N um be r

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) by email to proxyvotes@equiniti.com as soon as possible but, in any event, so as to arrive no later than 12.00 noon on 19 July 2021.
• 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 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 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) the resolutions 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 (ID RA19) by the latest time for receipt of proxy appointments specified in Note 1 above. See Note 5 of the Notice of 2021 Annual General Meeting for further information on proxy appointment through CREST.

Equiniti Freepost RTHJ-CLLL-KBKU AAATDFAADAADAFDDDATTDADTDDFAFADFFADF

BN99 8LU

LANCING

Spencer Road

Aspect House