PAYPOINT PLC

Proxy Solicitation & Information Statement • Jul 5, 2024

PAYPOINT PLC ADMISSION CARD

Annual General Meeting on Thursday 1 August 2024 at 12.00 noon.

26/06/2024 16:45

Shareholder Reference Number

44758 PayPoint AR23_Proxy Form_AW01.indd 1

NOTICE OF AVAILABILITY

PAYPOINT PLC –

The Company's Annual Report and Accounts for the financial year ended 31 March 2024 (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. 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.

We are holding this year's AGM at PayPoint's office, 1 The Boulevard, Shire Park, Welwyn Garden City, Herts AL7 1EL on Thursday 1 August 2024 at 12.00 noon. In order to properly plan for the meeting shareholders wishing to attend the meeting in person are asked to notify us by no later than 12.00 noon on Tuesday 30 July 2024 by registering their attendance via our Company Secretary, CompanySecretary@paypoint.com.

Signed	Date
+

	G N MEETI AL R NE AL GE OXY OF PR U N AN M 2024 OR F
	Please read the explanatory notes overleaf before completing this form.
+	Shareholder Reference Number			+
	You may submit your votes electronically using your Shareholder Reference Number at www.shareview.co.uk
	behalf at the Annual General Meeting (the 'AGM') of PayPoint plc (the 'Company') to be held at the I/we hereby appoint the Chair of the meeting as my/our proxy to attend/speak and vote on my/our Company's registered office located at 1 The Boulevard, Shire Park, Welwyn Garden City, Herts AL7 1EL on 1 August 2024 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.	For	Against	Withheld
1.	To receive the Annual Report and Accounts for the year ended 31 March 2024 Resolutions
2.	To approve the Directors' Remuneration Report for the year ended 31 March 2024
3.	To approve an amendment to the Directors' Remuneration Policy
4.	To declare a final dividend of 19.2 pence per ordinary share for the year ended 31 March 2024
5.	To re-elect Giles Kerr as a Director
6.	To re-elect Nick Wiles as a Director
7.	To re-elect Rob Harding as a Director
8.	To re-elect Rakesh Sharma as a Director
9.	To re-elect Ben Wishart as a Director
10.	To re-elect Rosie Shapland as a Director
11	To elect Lan Tu as a Director
12.	To re-appoint PricewaterhouseCoopers LLP as auditor (the 'Auditor')
13.	To authorise the Directors to determine the Auditor's remuneration
14.	To authorise Political Donations
15.	To authorise the Directors to amend the rules of the PayPoint Restricted Share Plan
16.	To authorise the Directors to amend the rules of the PayPoint Share Incentive Plan
17.	To authorise the Directors to allot ordinary shares in the Company
18. 19.	To provide the Directors with additional authority to dis-apply statutory To authorise the Directors to dis-apply statutory pre-emption rights*
20.	To authorise the Company to purchase its own shares pre-emption rights
21.	To authorise the Company to hold a general meeting on not less than 14 clear days' notice*
	* Special Resolutions
+	Signed	Date		+

26/06/2024 16:45

44758 PayPoint AR23_Proxy Form_AW01.indd 2

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

• 1. In order to be valid,this Form of Proxy and any power of attorney,or notarially certified copy thereof, under which it is so as to arrive no later than 12.00 noon on 30 July 2024. online portfolio using your Shareholder Reference Number printed on this form, as soon as possible but, in any event, CREST Proxy Voting Service in accordance with Note 9 below or (c) online at www.shareview.co.uk, by creating an Road, Lancing, West Sussex BN99 6DA, United Kingdom or (b) the proxy appointment must be lodged using the executed must be (a) completed, signed and lodged with the company's registrars, Equiniti, Aspect House, Spencer
• 1. If the proxy is being appointed in relation to less than your full voting entitlement, please enter next to the Chair's of a designated account for a shareholder, the full voting entitlement for that designated account). deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be
• 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 appointments made. All forms must be signed and should be returned together.as your proxy. Please also indicate, by ticking the box provided, if the proxy appointment is one of multiple
• 1. The 'Vote withheld' option is provided to enable you to abstain on any particular. However, it should be noted that a 'Against' a resolution.'Vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and
• 1. In the absence of instructions the proxy may vote or abstain from voting the shares with respect to which he or she otherwise, on any other business (including amendments to resolutions) which may come before the AGM. has been appointed as he or she thinks fit on both: (a) the resolutions specified above; and (b) unless instructed
• 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 which the names stand in the register.to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in
• 1. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do information on proxy appointment through CREST.appointments specified Note 1 above. See Note 5 of the Notice of 2024 Annual General Meeting for further order to be valid, be transmitted so as to be received by Equiniti (IDRA19) by the latest time for receipt of proxy so by using the procedures described in the CREST Manual (available via www.euroclear.com). The message must, in