PAYPOINT PLC — Proxy Solicitation & Information Statement 2022

Jun 23, 2022

PAYPOINT PLC
ADMISSION CARD
Annual General Meeting
on Wednesday 20 July 2022 at 12.00 noon.

NOTICE OF AVAILABILITY

The Company's Annual Report and Accounts for the financial year ended 31 March 2022 (the 'Report and Accounts') and the Notice of Meeting are available to view or download in the Investor Relations section of the Company's website https://corporate.paypoint.com/investor-centre/meeting. The Board encourages shareholders to vote electronically and to appoint the Chair of the meeting as their proxy with their voting instructions. All valid proxy votes, whether submitted electronically or in hard copy form, will be included in the polls to be taken at the meeting.

At the time of issuing the Notice of Meeting, the prevailing UK Government guidance permits the holding of a physical general meeting. We are therefore proposing to hold this years AGM at PayPoint's office, 1 The Boulevard, Shire Park, Welwyn Garden City, Herts AL7 1EL on Wednesday 20 July 2022 at 12.00 noon. However, in order to protect the health of shareholders and colleagues, please note that: i) attendance at the AGM will be restricted to shareholders only and no guests will be permitted to attend on this occasion; and ii) to enable us to comply with the prevailing UK Government guidance and social distancing measures, shareholders wishing to attend the meeting in person must notify us by no later than 12.00 noon on Wednesday 13 July 2022 by registering their attendance via our Company Secretary, brianmclelland@paypoint.com.

Additional information on the measures to be implemented for this year's AGM can be found on our website at https://corporate.paypoint.com/investor-centre/meeting.

Signed	Date

PayPoint

PAYPOINT PLC – 2022 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

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 20 July 2022 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 2022	☐	☐	☐
2. To approve the Directors' Remuneration Report for the year ended 31 March 2022	☐	☐	☐
3. To declare a final dividend of 18.0p per ordinary share for the year ended 31 March 2022	☐	☐	☐
4. To re-elect Alan Dale as a Director	☐	☐	☐
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	☐	☐	☐
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 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*	☐	☐	☐

• Special Resolutions

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Notes

1. In order to be valid, this Form of Proxy and an answer of attorney, or not at all, certifies copy thereof, under which it is executed, must be (a) completed, signed and lodged with the Company's registrar's, 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 18 July 2022.

2. 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).

3. Amember may appoint more than one proxy provided that each proxy is appointed to exercise their rights attached to different shares held by the member.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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 in Note 1 above. See Note 5 of the Notice of 2022 Annual General Meeting for further information on proxy appointment through CREST.

Freepost RTHJ-CLLL-KBKU
Equiniti
Aspect House
Spencer Road
LANCING
BN99 8LU