PaySauce Limited — AGM Information 2021

Aug 27, 2021

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Notice of 2021 Annual Shareholders’ Meeting 24 SEPTEMBER 2021 WELLINGTON, NEW ZEALAND

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NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 2021

PaySauce Limited, Wellington, New Zealand

Notice is hereby given that the Annual Meeting of Shareholders of PaySauce Limited (“PaySauce”, or “the Company”) will be held at:

Where: In person at Level 15, Grant Thornton House, 215 Lambton Quay, Wellington; and online at http://www.virtualmeeting.co.nz/PYS21. When: Friday 24 September 2021 at 10:00am (NZST)

Should the New Zealand Government make an announcement in relation to COVID-19 that reduces the certainty that the in-person meeting can go ahead, PaySauce shall take the prudent approach to make the meeting virtual only. All shareholders will be able to attend the meeting virtually using the instructions explained further below under “Virtual Annual Meeting”.

AGENDA

1. Chair’s Introduction

2. CEO’s Address to Shareholders

3. Financial Statements & Auditor’s Report

4. Ordinary Resolutions

Election & Re-Election of Directors

Resolution A - Having retired, that Gavin Thompson be re-elected as a Director of PaySauce.

Auditor’s Remuneration

Resolution B - That the Board is authorised to fix the fees and expenses of Grant Thornton as the auditor of PaySauce.

Each of the above resolutions is explained further in the explanatory notes that follow below in this notice.

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EXPLANATORY NOTES

Resolution A

Pursuant to NZX Listing Rule 2.7.1:

• A Director must not hold office (without re-election) past the third Annual Meeting following the Director’s appointment or 3 years, whichever is longer.

In accordance with NZX Listing Rule 2.7.1, Gavin Thompson retires by rotation and being eligible, offers himself for re-election.

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Gavin Thompson

Non-Executive Director

Appointed in December 2018.

Experience:

Gavin is a founder and a director of Catalyst IT, New Zealand’s largest open-source IT service provider, and is also a director for a number of its subsidiaries, including Catalyst Cloud. He has over 35 years experience in the IT industry, developing and overseeing the delivery of software systems in the manufacturing, engineering, financial, and government sectors.

Independent Director and Board support:

Gavin is not an Independent Director of the Company as defined in the NZX Listing Rules. The Board is supportive of the

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re-election of Gavin and unanimously recommends Shareholders vote in favour of Resolution A.

Resolution B

Grant Thornton is automatically reappointed auditor of the Company at the annual meeting under section 207T(1) of the Companies Act 1993. Resolution B is sought to authorise the Directors to fix the fees and expenses of the auditor, in accordance with section 207S(a) of the Companies Act 1993.

The Directors of the Company intend to vote proxies granted to them and marked ‘proxy discretion’ on Resolution B in favour of the resolution, and unanimously recommend Shareholders vote in favour of Resolution B.

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PROCEDURAL NOTES

Virtual Annual Meeting

Shareholders will be able to attend and participate in the Annual Meeting virtually via an online platform provided by our share registrar, Link Market Services at http://www.virtualmeeting.co.nz/PYS21

Shareholders attending and participating in the Annual Meeting virtually will be able to vote and ask questions during the Annual Meeting. More information regarding virtual attendance at the Annual Meeting (including how to vote and ask questions virtually during the Meeting) is available in the Virtual Annual Meeting Online Portal Guide available at https://bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf

Voting Entitlement

The persons who will be entitled to vote on the resolutions at the Annual Shareholders’ Meeting are those persons who will be the shareholders of PaySauce at 5.00pm on Wednesday 22 September 2021.

The Chair will require voting at the Annual Meeting to be conducted by poll, of the Company’s shareholders entitled to vote and voting, as required by the NZX Listing Rules.

Proxies

A shareholder who is entitled to vote at the annual meeting may appoint a proxy to attend and vote instead of the shareholder. A proxy need not be a shareholder.

If you appoint a proxy you may either direct your proxy how to vote for you or you may give the proxy discretion to vote as they see fit. If you wish to give your proxy discretion then you should make the appropriate election on the Proxy Form to grant your proxy that discretion. You will be deemed to have given your proxy discretion if you do not make an election in relation to any of resolutions A or B.

The Chair of the Meeting or any other Director is willing to act as proxy for any shareholder who appoints him or her for that purpose. If, in appointing your proxy, you do not name a person as your proxy in the Proxy Form, or if your named proxy does not attend the annual meeting, the Chair of the Meeting will be your proxy and may vote only in accordance with your express direction.

However, if your proxy is precluded from voting (for example, because they have an interest in the outcome of the resolution), then the proxy will not be able to vote on that resolution on your behalf. If you do not tick any boxes or your direction on how the proxy is to vote is unclear (in the proxy’s sole opinion) in respect of a resolution, then the direction is to abstain.

Where the Chair of the Meeting or any other director is appointed as a discretionary proxy, the Chair of the Meeting and all other Directors intend to vote in favour of all resolutions.

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Proxy Form

Accompanying this notice of meeting is a Proxy Form which, if used, must be lodged with the share registrar, Link Market Services Limited, in accordance with the instructions set out on the form by 10:00am on 22 September 2021.

Shareholders can elect to vote their proxies on-line by visiting https://investorcentre.linkmarketservices.co.nz/voting/PYS or by scanning the QR code on the Proxy Form with your smartphone. You will need to enter your CSN/Holder Number and Authorisation Code (FIN) to securely complete your proxy appointment.

Ordinary Resolution

An ordinary resolution is one passed by a simple majority of votes from shareholders entitled to vote and voting on the resolution.

Annual Report

The 2021 Annual Report is available on the PaySauce Limited website. https://www.paysauce.com/investor/#/documents.

Shareholder questions

If you have any questions you would like considered at the meeting, please send them to Link Market Services by completing the Questions section on the Proxy Form. Alternatively you can submit a question online by going to https://investorcentre.linkmarketservices.co.nz/voting/PYS and completing the online validation process. Questions will need to be submitted by 10:00am on Wednesday 22 September 2021. Alternatively, there is an option to ask questions online during the proxy voting.

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