TYRO PAYMENTS LIMITED - AGM Information 2020

2020 NOTICE OF ANNUAL GENERAL MEETING

Sydney, 25 September 2020

Market Announcements Office ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

In accordance with Listing Rule 3.17, attached to this Announcement are a copy of the following documents being provided to Shareholders today:

Chair’s Cover Letter to Notice of Meeting;
2020 Notice of Annual General Meeting;
Voting Form;
Shareholders Questions Form; and
Virtual Annual General Meeting Online Guide.

In accordance with Listing Rule 3.13.1, the Annual General Meeting will be held on 27 October 2020, commencing at 3:00pm (AEDT) and the closing date for receipt of nominations for director elections is 20 October 2020.

For further information, please contact:

Media:

Investors:

Matt Johnston – Corporate Communications Manager Giovanni Rizzo – Investor Relations Ph: +61 432 535 893 Ph: +61 439 775 030 E: [email protected] E: [email protected]

Pursuant to Listing Rule 15.5, Tyro confirms these documents have been authorised for release to the market by its Board

About Tyro

Tyro is a technology-focused and values-driven company providing Australian businesses with payment solutions and valueadding business banking products. The company provides simple, flexible and reliable payment solutions as a merchant acquirer, along with complementary business banking products.

For the more than 32,000 Australian merchants who chose to partner with Tyro in FY20, the company processed more than $20.1 billion in transaction value. In FY20 the company generated $210.7 million in revenue, originated $60.1 million in loans and held merchant deposits totalling $50.5 million.

Tyro is Australia’s fifth largest merchant acquiring bank by number of terminals in the market, behind the four major banks.

The business was founded in 2003 with a goal of being the most efficient acquirer of electronic payments in Australia. Tyro has a track record of innovation, creating purpose-built solutions and being first to market. This approach saw the company become the first technology company to receive an Australian specialist credit card institution licence in 2005. In 2015 that licence was replaced by the award of an Australian banking licence, making Tyro the first new domestic banking licensee in over a decade.

Payments are at the core of Tyro’s business, using its proprietary core technology platform to enable credit and debit card acquiring. This offering is enhanced by features purpose-designed for those merchants who choose to partner with the company, including Point of Sale systems integrations, least-cost routing (Tap & Save) and alternative payment types such as integrated Alipay. While traditionally focused on in-store payments, Tyro has recently expanded into eCommerce.

Further, Tyro provides value-adding solutions to its partners, such as loans in the form of merchant cash advances and fee-free, interest-bearing merchant transaction accounts.

Tyro has a team of more than 475 people, approximately half of whom are in technology roles.

A 1/155 Clarence St, Sydney NSW 2000 T +61 2 8907 1700 E [email protected] W tyro.com ACN 103 575 042 AFSL 471951 (Tyro) is the issuer of its own financial products

2020

Notice of Annual General Meetin g

TYRO PAYMENTS LIMITED - ABN 49 103 575 042

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25 September 2020

Dear Shareholder,

Tyro 2020 Annual General Meeting

I write to you in relation to the arrangements for the 2020 Annual General Meeting ( AGM ) of Tyro Payments Limited ( Tyro or the Company ). Due to the unprecedented nature of the COVID-19 pandemic and consistent with public health requirements, sadly we have decided to conduct a virtual meeting this year. This is consistent with the approach being adopted by other listed companies.

The AGM will be held on Tuesday, 27 October 2020 , commencing at 3:00pm (AEDT) . The attached Notice of Meeting details the formal business of the AGM. All Shareholders will be able to participate in the AGM by logging in to the AGM online platform (see details below).

The details of how the 2020 AGM will be conducted as a virtual meeting are set out in the attached Notice of Meeting, however I draw Shareholders’ attention to the following items that have been designed to maximise the opportunities for Shareholder participation in the AGM:

All Shareholders and proxyholders will be able to attend the AGM virtually via the online platform at https://agmlive. link/TYR20 .
Shareholders can further participate in the AGM by:
direct voting, either:
- prior to the AGM (see instructions in the ‘Important Notes’); or
- during the AGM via the online platform;
appointment of a proxy (with proxies able to vote during the AGM via the online platform);
submission of questions, either:
- prior to the AGM (see instructions in the ‘Important Notes’); or
- during the AGM via the online platform.

Shareholders are encouraged to submit questions in advance of the AGM.

In accordance with relief provided by the Federal Government in response to the COVID-19 pandemic, hard copies of the Notice of Meeting will not be mailed to Shareholders. The Notice of Meeting however can be accessed online via our website ( https://www.tyro.com/about-tyro/investors/ ) and on the ASX announcements platform.

The Board and Management team enjoy the opportunity to meet with Shareholders so we are disappointed that this isn’t possible for the 2020 AGM.

The attached Online Guide for the Virtual Annual General Meeting includes detailed information on how to access the online platform, vote and ask questions during the AGM.

My fellow Directors and I look forward to engaging with you at the AGM.

Yours sincerely,

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David Thodey Chair

TYRO PAYMENTS LIMITED - ANNUAL GENERAL MEETING 2020

2020 Notice of Annual General Meeting

Notice is given that the 2020 Annual General Meeting (AGM or Meeting) of

Shareholders of Tyro Payments Limited (Tyro or Company) will be held on Tuesday, 27 October 2020, at 3:00pm (Sydney time, AEDT).

As outlined in the accompanying letter from Tyro’s Chair, Shareholders can participate in Tyro’s 2020 AGM either:

via our online platform, available at https://agmlive.link/TYR20 ;
through the use of direct voting (prior to the Meeting); or
by the appointment of a proxy (prior to the Meeting).
Further details on how to participate in Tyro’s 2020 AGM are set out in this Notice of Meeting and the accompanying Virtual Annual General Meeting Online Guide.

In light of the changing nature of the COVID-19 pandemic, we encourage Shareholders to monitor the Company’s announcements on the ASX and Tyro’s website ( https://www.tyro.com/about-tyro/investors/ ) for any updates.

The Explanatory Notes to this Notice of Meeting describe the matters to be considered at the AGM. The Voting Form and Explanatory Notes form part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting and the accompanying Explanatory Notes are defined in the Glossary.

ANNUAL GENERAL MEETING AGENDA

2:00 pm Registration opens – please log onto your electronic device and register your attendance (you will need your SRN/HIN Number (or Proxyholder login provided to you by Link) in order to login to the online AGM platform)

3:00 pm • AGM commences
Chair’s address to Shareholders
CEO | Managing Director’s address to Shareholders
Items of Business

ITEMS OF BUSINESS

Financial Statements and Reports

To receive and consider the Company’s Annual Financial Report and the related Directors’ Report and Auditor’s Report for the financial year ended 30 June 2020.

Shareholders will be given reasonable opportunity at the Meeting to ask questions about or make comments in relation to the management of the Company or the aforementioned reports and to ask the Auditor questions relevant to the audit and the Auditor’s Report.

This item is for discussion only and is not a resolution.

Shareholders can access the Annual Report (which includes the Financial Report) for the year ended 30 June 2020 on the Company’s website at www.tyro.com/about-tyro/investors/.

Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as a non-binding ordinary resolution:

“That the Remuneration Report for the financial year ended 30 June 2020 be adopted.”

Resolution 1 is advisory only and does not bind the Directors or the Company. Shareholder votes on this resolution will be considered by Directors when reviewing the Company’s future remuneration policies.

The Explanatory Note relating to Resolution 1 is included on page 7.

TYRO PAYMENTS LIMITED - ANNUAL GENERAL MEETING 2020

(continued) 2020 Notice of Annual General Meeting

ITEMS OF BUSINESS (continued)

Resolution 2 - Retirement by Rotation and Re-Election of Director – Catherine Harris AO, PSM

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That Catherine Harris, a Director who retires in accordance with ASX Listing Rule 14.5 and clause 47(b) of the Company’s Constitution, and being eligible for election, be re-elected as a Director of the Company.”

The Explanatory Note relating to Resolution 2 is included on page 7.

Resolution 3 – Participation by Directors in Remuneration Sacrifice Rights Plan

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grants of Remuneration Sacrifice Rights to Tyro’s Directors under the Remuneration Sacrifice Rights Plan, as described in the Explanatory Note which forms part of the Notice of Meeting, is approved for the next three years.”

The Explanatory Note relating to Resolution 3 is included on page 8.

Resolution 4 – Grant of Service Rights (FY20 STI) to CEO | Managing Director

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant of 62,975 Service Rights to Mr Robbie Cooke under the Tyro Payments Limited Team Incentive Plan, on the terms described in the Explanatory Note which forms part of the Notice of Meeting, is approved.”

The Explanatory Note relating to Resolution 4 is included on page 10.

Resolution 5 – Grant of Performance Rights (FY21 LTI) to CEO | Managing Director

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant of 167,501 Performance Rights to Mr Robbie Cooke under the Tyro Payments Limited Team Incentive Plan, in respect of the FY21 year, on the terms described in the Explanatory Note which forms part of the Notice of Meeting, is approved.”

The Explanatory Note relating to Resolution 5 is included on page 13.

Meeting Close

By order of the Board.

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Jairan Amigh Company Secretary 25 September 2020

TYRO PAYMENTS LIMITED - ANNUAL GENERAL MEETING 2020

Important Notes

Right to attend, speak and vote at the 2020 Annual General Meeting

Shareholders are able to participate in Tyro’s 2020 Annual General Meeting:

virtually via our online platform, available at https:// agmlive.link/TYR20 ;
through the use of direct voting (prior to the Meeting); or
by the appointment of a proxy (prior to the Meeting).
Registration for the AGM via the online platform (see link above) will commence at 2:00 pm (Sydney time, AEDT).

Further details on how to participate in Tyro’s 2020 AGM are set out in this Notice of Meeting and the accompanying Virtual Annual General Meeting Online Guide.

proxy to act on their behalf. Shareholders voting directly should only either vote ‘for’ or ‘against’ each Resolution. If a Shareholder abstains from voting on a Resolution, then their vote for that item will not be counted.

If a Shareholder does not give a direction on all of the items, or if they complete both Section A ‘Vote Directly’ and Section B ‘Appoint a Proxy’ on a Voting Form, their vote will be passed to the Chairman of the Meeting as their proxy.

Shareholders will be able to vote directly on resolutions considered at the AGM at any time between the date of this Notice of Meeting and 3:00pm (Sydney time, AEDT) on Sunday, 25 October 2020. Details for returning completed Voting Forms are set out below under the heading ‘Voting by Proxy’.

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Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that for the purpose of the Meeting (including voting at the Meeting), ‘Shareholders’ are those persons who are the registered holders of the Company’s Shares at 7:00pm (Sydney time, AEDT) on Sunday, 25 October 2020. Share transfers registered after that time will be disregarded in determining voting entitlements at the AGM. Shareholders of the Company’s Shares may vote on all items of business, subject to the voting restrictions described in this Notice of Meeting.

If more than one joint holder of Shares is present at the Meeting (whether personally, by proxy, by attorney or by representative) and tenders a vote online, only the vote of the joint holder whose name appears first on the register will be counted.

In light of the changing nature of the COVID-19 pandemic, we encourage Shareholders to monitor the Company’s announcements on the ASX and Tyro’s website (available at https://www.tyro.com/about-tyro/investors/ ) for any updates.

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All resolutions will be via a poll

As Shareholders are asked to participate virtually in the Meeting, each resolution considered at the Meeting will be conducted by a poll. The Board considers voting by poll to be in the interests of the Shareholders as a whole and ensures the views of as many Shareholders as possible are represented at the Meeting.

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Direct voting prior to the AGM

Shareholders not able to participate in the online AGM (either in person or via proxy), are entitled to vote their Shares directly prior to the Meeting (either by marking Section A ‘Vote Directly’ on the Voting Form (where received by post) or online via the Link Market Services Investor Centre). They will then not need to appoint a

Direct voting via online AGM platform – during the AGM

Shareholders participating in the AGM via the online platform will be able to vote directly at any time between an hour prior to the start of the AGM (2:00pm (Sydney time, AEDT)) and the closure of voting as announced by the Chairman during the Meeting. Registration to access the online platform will commence at 2:00pm (Sydney time, AEDT) on Tuesday, 27 October 2020.

Voting by Proxy

Appointing a Proxy

Shareholders who are unable to participate virtually and vote at the AGM and do not select direct voting, are entitled to appoint a proxy to act generally at the AGM on their behalf, and to vote. Shareholders who are entitled to cast two or more votes may appoint up to two proxies. Shareholders wishing to appoint a second proxy may obtain a second Voting Form by either telephoning the Share Registry or copying the Voting Form (where received by post) and returning both together.
A proxy need not be a Shareholder of the Company.
Where two proxies are appointed, each proxy can be appointed to represent a specified proportion or number of the votes of the Shareholder. If no number or proportion of votes is specified in the Voting Form, each proxy may exercise half of the Shareholder’s votes. Neither proxy is entitled to vote on a show of hands if more than one Proxy attends the AGM.
Completed Voting Forms , including online forms via the Link Market Services Investor Centre, (together with any authority under which the Voting Form was signed, or a certified copy of the authority) must be returned by no later than 3:00pm (AEDT) on Sunday, 25 October 2020.

TYRO PAYMENTS LIMITED - ANNUAL GENERAL MEETING 2020

(continued) Important Notes

By post:

Tyro Payments Limited

C/- Link Market Services Limited

Locked Bag A14

Sydney South NSW 1235 Australia

Online via:

www.linkmarketservices.com.au

By fax:

+61 2 9287 0309

By hand:

Link Market Services Limited

1A Homebush Bay Drive, Rhodes NSW 2138

All enquiries relating to the return of Voting Forms, direct voting, appointment of proxies or questions to the Company are to be directed to Link Market Services:

Telephone: 1300 554 474, Overseas: +61 1300 554 474

Link Market Services will contact proxyholders at least 24 hours prior to the start of the AGM to provide them with the proxyholder login information that they will need to enter into the online platform.

Undirected proxies

If a Shareholder has completed a Voting Form (including via the online Investor Centre) but has not specified a proxy, the Chair of the Meeting will be deemed to be appointed as the Shareholder’s proxy. Where permitted by law, the Chair of the Meeting intends to vote undirected proxies in favour of all items of business. If a Shareholder appoints the Chair of the Meeting as their proxy, expressly or by default, and they do not direct the Chair how to vote on a resolution, by completing and returning the Voting Form they will be expressly authorising the Chair of the Meeting to exercise the proxy and vote as the Chair sees fit on a resolution, even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP of the Company.

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Corporate representatives

A corporation which is a Shareholder, or which has been appointed as a proxy, may appoint an individual to act as a representative to vote at the AGM. The appointment must comply with section 250D of the Corporations Act 2001 (Cth) ( Corporations Act ). The representative must provide evidence of his or her appointment to the Company’s Share Registry (at vote@linkmarketservices. com.au ), via a “Certificate of Appointment of Corporate Representative”. A form of the certificate can be obtained from the Company’s Share Registry or online at www. linkmarketservices.com.au.

Conduct at the AGM

Our AGM is intended to give our Shareholders the opportunity to:

hear from the Chair and the CEO | Managing Director about the performance and operations of the Company;
consider and, where eligible, vote on the resolutions before the AGM;
ask questions of the Board, Management and the Auditor. The Chair and the CEO | Managing Director will generally answer questions on behalf of the Board and the management team. If questions cannot be answered at the AGM, we will seek to provide a response to the Shareholder as soon as possible after the AGM.

To do this, we will:

give Shareholders the chance to raise questions before the AGM by either returning a completed question form to the Company’s Share Registry (at the address details referred to above under ‘Voting by Proxy’), or by submitting a question online via the Link Market Services Investor Centre. We ask that all questions be submitted by 5:00pm (Sydney time) on Tuesday, 20 October 2020. We will attempt to address the more frequently asked questions in the Chairman’s welcome and the CEO | Managing Director’s presentation to the Meeting;
give Shareholders a reasonable opportunity during the AGM to ask questions of the Board, Management and the Auditor about the performance, operations and management of the Company.

To assist us to achieve all this, we ask that Shareholders:

are courteous and respectful to all Shareholders and others attending the AGM, including those assisting in the running of the AGM;
keep their questions to a reasonable length to allow as many Shareholders as possible to participate;
confine their questions to matters being considered at the AGM and which are relevant to Shareholders as a whole;
not record the AGM.

Further Information

For further information please contact Tyro’s Investor Relations by email on [email protected].

TYRO PAYMENTS LIMITED - ANNUAL GENERAL MEETING 2020

Explanatory Notes

Financial Statements and Reports

In accordance with the Corporations Act, the Financial Report, Directors’ Report and Auditor’s Reports for the year ended 30 June 2020 will be put before the AGM.

While there is no requirement in the Corporations Act or the Company’s Constitution for Shareholders to vote on, approve or adopt these reports, Shareholders will have a reasonable opportunity at the AGM to ask questions and make comments on these reports and the Management of the Company. The Auditor of the Company will also attend the AGM and Shareholders will have a reasonable opportunity as a whole to ask the Auditor questions about the conduct of the audit, preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements, and the independence of the Auditor in relation to the conduct of the audit. The Auditor is not obliged to provide written answers. If written answers are tabled at the Meeting, they will be made available to Shareholders as soon as practicable after the meeting.

These Reports are in the Company’s 2020 Annual Report and can be accessed on Tyro’s website www.tyro.com/ investors/ under ‘Results and Reports’.

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Resolution 1 – Adoption of Remuneration Report

The Company’s Remuneration Report for the financial year ended 30 June 2020, which forms part of the Annual Report, is available at www.tyro.com/about-tyro/ investors/ .

The Remuneration Report outlines the Company’s remuneration strategy and practices, together with details of the specific remuneration arrangements that apply to Key Management Personnel ( KMP ) in accordance with the requirements of the Corporations Act.

As required by the Corporations Act, the Board presents the Remuneration Report to Shareholders for consideration and adoption by a non-binding vote. The vote on the adoption of the Remuneration Report is advisory only and does not bind the Directors or the Company. While the vote is advisory, the Board will take the outcome of this vote and the discussion at the AGM into consideration when determining the Company’s approach to remuneration going forward.

Voting Exclusion Statement

In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1:

by or on behalf of a member of the KMP of the Company, or by any of those persons’ Closely Related Parties ( Restricted Persons ) regardless of the capacity in which the vote is cast; or
as a proxy, by a person who is a member of the KMP of the Company at the date of the Meeting, or by any of their Closely Related Parties.

The Company however need not disregard a vote on Resolution 1 if it is cast as a proxy for someone who is not a Restricted Person and it is cast:

in accordance with a direction to the proxy in the Voting Form; or
by the Chair of the Meeting pursuant to an express authorisation to a proxy in the Voting Form to vote an undirected proxy, even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

Recommendation

The Directors unanimously recommend that Shareholders eligible to do so vote in favour of the adoption of the Remuneration Report.

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Resolution 2 – Retirement by Rotation and ReElection of Director – Catherine Harris AO, PSM

ASX Listing Rule 14.5 provides that a listed company must hold an election of directors at each annual general meeting and accordingly Catherine Harris has elected to retire and offer herself for re-election.

Catherine Harris

Non-executive Director (independent)

Catherine has over 40 years’ experience in the retail industry. She has held Director and Chair roles at the Affirmative Action Agency, the University of NSW, University of Notre Dame, the Sydney Cricket Ground Trust, the National Gallery of Australia, the Australian Defence Force Academy, The Museum of Contemporary Art Australia, St Margaret’s Public Hospital, The Australian Rugby League Commission, the Australia Japan Foundation and the Sports Australia Hall of Fame. Catherine is an Officer in the Order of Australia and was awarded the Australian Public Service Medal in 2000 and The Centenary Medal in 2001. Catherine holds a Bachelor of Commerce (with merit) and an Honorary Doctorate in Business from the University of New South Wales.

Catherine is:

Chair of the Tyro Board People Committee;
Chair of Harris Farm Markets Pty Ltd, Australia’s largest independent produce retailer;
a Director of The Australian Ballet;
a Director of the University of New South Wales School of Business.

Catherine has given the Company notice that she offers herself for re-election as a Director of the Company.

Catherine has been a Non-executive Director since 17 December 2015.

The Board considers that Catherine Harris, if re-elected, will be an independent Non-executive Director. The Board People Committee assesses the skills and experience of

TYRO PAYMENTS LIMITED - ANNUAL GENERAL MEETING 2020

(continued) Explanatory Notes

Directors and the Board as a whole (at least on an annual basis). The skills sought by the Board are identified in the Board skills matrix (see page 9 of the 2020 Corporate Governance Statement. The Board considers that the skills and experience brought by Catherine Harris to the Tyro Board complement the skills and experiences of the other Directors and contribute to fulfilling the desired Board skills (as set out in the skills matrix).

Recommendation: the Directors (with Catherine Harris abstaining) recommend that Shareholders vote in favour of Resolution 2.

Resolution 3 – Participation by Directors in Remuneration Sacrifice Rights Plan

Background

Shareholders are being asked to approve Resolution 3 to allow Remuneration Sacrifice Rights ( Sacrifice Rights ) and any Shares issued on the conversion of those Sacrifice Rights, under the Tyro Payments Limited Remuneration Sacrifice Rights Plan ( Sacrifice Rights Plan ), to be issued to each Director of Tyro.

The Sacrifice Rights Plan enables Non-executive Directors, who are often limited in their ability to purchase Shares in the Company due to the operation of the Australian insider trading laws and the Company’s focus on good corporate governance.

Non-executive Directors may voluntarily elect to sacrifice up to 100% of their fees into Sacrifice Rights. Elections are made on an annual basis. Sacrifice Rights are allocated shortly after the publication of the annual report (subject to Shareholder approval), based on the fees sacrificed for the year and vest and convert into ordinary Shares shortly after the end of the financial year, subject to compliance with the Company’s Securities Trading Policy.

The number of Sacrifice Rights to be allocated to each Non-executive Director is determined by dividing the value of Non-executive Director fees sacrificed for the year, by the volume weighted average price ( VWAP ) of Tyro Shares traded in the 10 trading days commencing on the day following the day of announcement of full year result for the financial year immediately preceding the financial year to which the Sacrifice Right relates.

Each Sacrifice Right is a right to acquire one Share. Sacrifice Rights do not carry any dividend or voting rights prior to conversion to Shares. Sacrifice Rights do not have any performance conditions attached to them.

On vesting, a Sacrifice Right converts into a ‘restricted’ Share, which is subject to a trading restriction nominated by the Non-executive Director, between 1 and 15 years. The Shares issued on conversion of the Sacrifice Rights are issued to the relevant Non-executive Director and carry

the same dividend and voting rights as Shares, but cannot be disposed of during the period of the restriction. This restriction ceases to apply on the earlier of the end of the restriction period, the Non-executive Director ceasing to be a Director of Tyro or as otherwise determined by the Board under the Sacrifice Rights Plan.

The Sacrifice Rights Plan can also be utilised by the CEO | Managing Director to sacrifice any cash STI payable, in exchange for Sacrifice Rights (to operate in the same manner as outlined above).

ASX Listing Rule 10.14

Resolution 3 seeks Shareholder approval in order to comply with the requirements of ASX Listing Rule 10.14, which provides that a company must not permit any Director to acquire the Company’s equity securities (which includes the Sacrifice Rights) under an employee incentive scheme, unless it has been approved by Shareholders by ordinary resolution. If Shareholders provide approval under ASX Listing Rule 10.14, separate Shareholder approval is not required under ASX Listing Rule 10.11 (general restriction against Directors acquiring the Company’s equity securities without Shareholder approval).

Subject to receiving Shareholder approval, Non-executive Directors may be granted Sacrifice Rights (to the extent they have elected to sacrifice some or all of their Director fees) for the duration of this approval (being the next 3 years).

Shareholder approval is therefore sought pursuant to ASX Listing Rule 10.14 for the grant of Sacrifice Rights to those Directors who elect to sacrifice some or all of their Director fees (in the case of Non-executive Directors) or short-term incentive payments (in the case of the CEO | Managing Director). If approved, the grant of the Sacrifice Rights in respect of FY21 will be made to the Non-executive Directors that have elected to sacrifice their FY21 Director fees following the AGM. In respect of future financial years, the grant of Sacrifice Rights will generally occur shortly following the publication of the annual report.

In the event that Resolution 3 is not approved by the requisite majority of Shareholders, the Company will acquire Shares on-market to satisfy the conversion of Sacrifice Rights.

Information Requirements for the purposes of Listing Rules 10.14 and 10.15

a. Name of the persons to acquire the Sacrifice Rights

Each Director entitled to sacrifice either their:

Non-executive Director fees (being Mr David Thodey, Mr Hamish Corlett, Mr David Fite, Ms Catherine Harris, Ms Fiona Pak-Poy and Mr Paul Rickard); and

TYRO PAYMENTS LIMITED - ANNUAL GENERAL MEETING 2020

(continued) Explanatory Notes

short term incentive payment that is determined by the Board to be paid in cash in respect of a future financial year (being Mr Robbie Cooke).
b. Which category in rules 10.14.1 – 10.14.3 the persons fall into
The Directors of Tyro (fall within the category of ASX Listing Rule 10.14.1).
c. Number and class of securities proposed to be issued to the person under the scheme for which approval is sought

The maximum number of Sacrifice Rights that could be allocated in the next three years cannot be calculated because it is subject to the Tyro Share price at the time that the Sacrifice Rights are granted. The maximum potential value of Sacrifice Rights that could be allocated annually under the Sacrifice Rights Plan is equal to $1.4 million in respect of Non-executive Directors (which is the Shareholder-approved Nonexecutive Director fee cap) and 50% of the CEO | Managing Director’s fixed annual remuneration (being $431,088 in respect of FY21).

The actual value of Sacrifice Rights that will be allocated will be lower, because the level of Nonexecutive Director fees is below the Shareholderapproved fee cap, and not all Non-executive Directors will sacrifice all of their fees under the Sacrifice Rights Plan. In the case of the CEO | Managing Director, there is no guarantee that 100% of the STI will be payable for a given financial year.

d. Details of the persons’ total remuneration package

The maximum Shareholder-approved Non-executive Director fee cap is currently $1.4 million. Non-executive Director fees for FY21 (before superannuation) are as follows:

base fee of $108,000 per annum;
Chair of the Board: $72,000 per annum (for total remuneration of $180,000 per annum); and
Chair of a Board Committee: $20,000 per Committee Chair (for total remuneration of $128,000 per annum), not payable if the Committee Chair is also the Board Chair.

Details of Mr Cooke’s total remuneration package for FY20 are set out below in the Explanatory Note for Resolution 4 (under the heading ‘Background’).

e. Number of securities that have previously been issued to the persons under the scheme and the average acquisition price (if any) paid by the persons for those securities

The Sacrifice Rights allocated to Directors since the introduction of the Sacrifice Rights Plan are set out below:

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----- Start of picture text -----

SACRIFICE RIGHTS SACRIFICE RIGHTS
DIRECTOR GRANTED (FY20) [1] GRANTED (FY19) [2]
----- End of picture text -----

David Thodey	131,905	-
Robbie Cooke	270,583	106,604
Hamish Corlett	89,658	-
David Fite	89,658	-
Catherine Harris	106,262	93,735
Fiona Pak-Poy	73,692	-
Paul Rickard	61,432	138,472

1 Number of Sacrifice Rights granted calculated by reference to a volume-weighted average Share price of $1.319.
2 Number of Sacrifice Rights granted calculated by reference to a volume-weighted average Share price of $1.028.
f. Summary of material terms of the securities; explanation of why that type of security is being used; value that the entity attributes to that security and its basis

The material terms of the Sacrifice Rights are described above under ‘Background’.

g. Date(s) on which the entity will issue the securities (to be no later than 3 years after the date of the AGM)

The Sacrifice Rights will be allocated pursuant to the approval sought in Resolution 3 no later than three years after the date of the AGM.

h. Price at which the entity will issue the securities to the persons under the scheme

The number of Sacrifice Rights to be allocated to each Non-executive Director is determined by dividing the value of Non-executive Director fees sacrificed for the year, by the volume weighted average price (VWAP) of Tyro Shares traded in the 10 trading days commencing on the day following the day of announcement of full year result for the financial year immediately preceding the financial year to which the Sacrifice Right relates.

TYRO PAYMENTS LIMITED - ANNUAL GENERAL MEETING 2020

(continued) Explanatory Notes

i. Summary of the material terms of the scheme

A copy of the Sacrifice Rights Plan has been lodged with ASX and the key terms are summarised in Annexure 1 below.

j. Summary of the material terms of any loan that will be made to the persons in relation to the acquisition

No loan is provided to Directors in relation to the acquisition of the Sacrifice Rights.

k. Details to be included in annual report

Details of any securities issued under the Sacrifice Rights Plan will be published in Tyro’s annual report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14.

Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the Sacrifice Rights Plan after Resolution 3 is approved and who were not named in this Notice of AGM will not participate in the Sacrifice Rights Plan until approval is obtained under ASX Listing Rule 10.14.

Voting Exclusion Statement

In accordance with the ASX Listing Rules and the Corporations Act, the Company will disregard any votes on Resolution 3:

cast in favour of the Resolution by or on behalf of any Director of the Company who is eligible to participate in the Tyro Remuneration Sacrifice Rights Plan in respect of which the approvals are sought or their Associates (regardless of the capacity in which the vote is cast); or
cast as a proxy, by a person who is a member of the KMP of the Company at the date of the Meeting, or by any of their Closely Related Parties.

The Company however need not disregard votes on Resolution 3 by:

a person as proxy or attorney for a person entitled to vote on Resolution 3, in accordance with a direction given to the proxy or attorney to vote on Resolution 3 in that way; or
the Chair of the Meeting as proxy or attorney for a person entitled to vote on Resolution 3, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides and, if acting as proxy, pursuant to an express authorisation in the Voting Form to vote an undirected proxy, even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP; or
the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and it not an associate of a person excluded from voting, on the resolution; and
the Shareholder votes on the resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

Recommendation

As each of the Directors have a personal interest in the subject of Resolution 3, the Directors have abstained from making a recommendation in relation to Resolution 3 .

___________

Resolution 4 – Grant of Service Rights (FY20 STI) to CEO | Managing Director

Background

Shareholders are being asked to approve Resolution 4 to allow service rights ( Service Rights ) and any Shares that may vest following the conversion of those Service Rights, under the Incentive Plan to be issued to Mr Robbie Cooke.

Mr Cooke’s FY20 remuneration is comprised of:

a base salary and superannuation of $862,176 per annum ( fixed annual remuneration );
an allowance claimable up to $50,000 annually for reimbursement of personal travel expenses between Brisbane and Sydney;
a discretionary annual short-term incentive ( STI ) bonus of up to 50% of Mr Cooke’s fixed annual remuneration based on the performance of the Company and his achievement of key performance indicators. The award and payment of the STI is at the discretion of the Board. In respect of FY20, the target maximum STI was $431,088; and
participation in the Company’s Incentive Plan to a value equal to 64.5% of Mr Cooke’s fixed annual remuneration ( LTI ). In respect of FY20, the value of the LTI granted to Mr Cooke was $556,104 (which occurred prior to Tyro’s listing on the ASX in December 2019).

The Board considers that performance-based incentive (including the STI) forms a key part of executive remuneration, as it seeks to align the interests of Shareholders with those of Company executives.

Further detail on Mr Cooke’s FY20 remuneration can be found in the 2020 Remuneration Report (see pages 100 - 102 of the 2020 Annual Report).

In determining whether an STI was payable to executives and employees in FY20, the Board considered performance against the following criteria:

a Shareholder acting solely in a nominee, trustee or custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

TYRO PAYMENTS LIMITED - ANNUAL GENERAL MEETING 2020

(continued) Explanatory Notes

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COMPONENT DESCRIPTION OUTCOME FOR FY20
----- End of picture text -----

Financial performance	• An STI bonus pool is created if Gross Proft	• Gross Proft growth for FY20
	for FY20 exceeds the Gross Proft for FY19	amounted to 12.3%.
60% of the STI target maximum potential is allocated to Financial performance.	by 15% or more. • The bonus pool is calculated as a percentage of Gross Proft with bands in operation from 1.1% of Gross Proft to a maximum of 6.7% of Gross Proft stepped	• No STI bonus pool was created as gross proft growth fell under the minimum hurdle of 15%.
	per 5% incremental growth over the
	minimum growth of 15%.
	• The STI bonus pool is adjusted (either up
	or down) by a Margin Adjustment Factor
	calculated by expressing the prior year
	Expense Margin over the current year
	Expense Margin.
Customer Satisfaction	• The Customer Satisfaction bonus pool	• NPS score of 43 achieved at 30
	is based on achieving a pre-defned Net	June 2020.
10% of the STI target potential is allocated to achieving a set Customer Satisfaction rating.	Promotor Score (NPS) of 37 set by the People Committee at the start of the fnancial year. • Incremental step-up of the bonus pool takes	• Customer Satisfaction bonus pool of $1.2 million created.
	place as the NPS score increases above the
	minimum score set up to a maximum of 43
	and above.
Individual KPI achievement	• A STI bonus pool based on individual KPIs	• Based on the actual team member
	is calculated as 30% of the STI target	KPI scores.
30% of the STI target maximum potential is allocated to individuals	maximum potential • KPIs are set at the start of the fnancial year. • KPI bonus pool adjusted down for the actual	• A KPI bonus pool of $1.4 million was created.
achieving their respective KPIs.	KPI outcomes achieved in performance reviews undertaken at the end of the fnancial year.

In respect of Mr Cooke’s STI more specifically, the Board determined the FY20 STI to be a total of $209,077, calculated as follows:

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WEIGHTING TARGET RESULT RESULT
ITEM % $ $ %
Financial performance 60.0% 258,653 - 0.0%
Customer Satisfaction performance 10.0% 43,109 86,217 20.0%
Individual KPI performance 30.0% 129,326 122,860 28.5%
Total 100.0% 431,088 209,077 48.5%
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In relation to FY20, the Board determined (subject to Shareholder approval) to pay 100% of Mr Cooke’s STI in the form of Service Rights rather than the typical cash (80%) and Service Rights (20%) allocation.

TYRO PAYMENTS LIMITED - ANNUAL GENERAL MEETING 2020

(continued) Explanatory Notes

ASX Listing Rule 10.14

Resolution 4 seeks Shareholder approval in order to comply with the requirements of ASX Listing Rule 10.14, which provides that a company must not permit any Director to acquire the Company’s equity securities (which includes the Service Rights) under an employee incentive scheme, unless it has been approved by Shareholders by ordinary resolution. If Shareholders provide approval under ASX Listing Rule 10.14, separate Shareholder approval is not required under ASX Listing Rule 10.11 (general restriction against Directors acquiring the Company’s equity securities without Shareholder approval).

As noted above, the FY20 STI determined to be payable by the Board is proposed to be paid 100% in the form of Service Rights. Subject to receiving Shareholder approval, the Board has determined that 62,975 Service Rights (with a face value of $209,077) be granted to Mr Cooke as part of Mr Cooke’s FY20 performance-based incentive.

Shareholder approval is therefore sought pursuant to ASX Listing Rule 10.14 for the grant of 62,975 Service Rights to Mr Cooke. If approved, the grant of the Service Rights will be made to Mr Cooke following the AGM.

In the event that Resolution 4 is not approved by the requisite majority of Shareholders, Mr Cooke will receive the FY20 STI in cash ($209,077).

Information Requirements for the purposes of Listing Rules 10.14 and 10.15

a. Name of the person to acquire the Service Rights

Robbie Cooke (Tyro’s CEO | Managing Director).

b. Which category in rules 10.14.1 – 10.14.3 the person falls into

As Managing Director, Mr Cooke is a Director of Tyro (falling within the category of ASX Listing Rule 10.14.1).

c. Number and class of securities proposed to be issued to the person under the scheme for which approval is sought
62,975 Service Rights proposed to be issued under the Incentive Plan.
d. Details of the person’s total remuneration package

Details of Mr Cooke’s total remuneration package for FY20 are set out above in this Explanatory Note (under the heading ‘Background’).

e. Number of securities that have previously been issued to the person under the scheme and the average acquisition price (if any) paid by the person for those securities

Mr Cooke has not previously been issued with securities under the Incentive Plan, on account that the Incentive Plan was only approved by the Board in connection with Tyro’s listing on the ASX in December 2019. Mr Cooke however has received grants of options and rights under Tyro’s other employee incentive schemes, prior to Tyro listing on the ASX, as disclosed on pages 105 - 109 of the FY20 Remuneration Report (contained in the FY20 Annual Report) and available on Tyro’s website: https://www.tyro.com/about-tyro/investors/

f. Summary of material terms of the securities; explanation of why that type of security is being used; value that the entity attributes to that security and its basis

A summary of the material terms of the Service Rights is set out below. The Board has selected Service Rights for payment of the FY20 STI, as they provide alignment between the interests of Shareholders and the CEO | Managing Director, and as they vest over a 24 month period, provide an incentive for executive retention.

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TERM DESCRIPTION
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Price (Service Rights)	No amount is payable by Mr Cooke to acquire the Service Rights.
Calculation of number of Service	The number of Service Rights to be granted to Mr Cooke in respect of his FY20 STI was
Rights	determined by dividing Mr Cooke’s FY20 STI of $209,077 (as determined by the Board)
	by the volume weighted average price (VWAP) of Tyro Shares traded in the 10 trading
	days commencing on the day following the day of announcement of Tyro’s FY20 full
	year result (being $3.32).
Expiry	Service Rights issued under the Incentive Plan will lapse 10 years after the date on which
	the relevant Service Right vests.
Vesting dates	Vesting takes place in equal monthly tranches over a 24-month period.
Vesting condition	The holder of the Service Rights must be employed by Tyro or provide services to Tyro
	as a contractor or consultant on the date of vesting.
Exercise	Following satisfaction of the vesting condition on each vesting date, the relevant
	number of Service Rights may be exercised at nil consideration.
Rights	Each Service Right granted entitles the holder to one Share on exercise. Shares resulting
	from an exercise of Service Rights rank equally with other Shares, and Shareholders are
	entitled to the same dividend and voting rights specifed in Tyro’s Constitution.
Holding Lock	None.

TYRO PAYMENTS LIMITED - ANNUAL GENERAL MEETING 2020

(continued) Explanatory Notes

g. Date(s) on which the entity will issue the securities (to be no later than 3 years after the date of the AGM)

The Service Rights will be issued in a single tranche, as soon as practicable after the AGM and in any event, no later than 12 months after the AGM.

h. Price at which the entity will issue the securities to the person under the scheme

The number of Service Rights will be determined by reference to the volume weighted average price (VWAP) of Tyro Shares traded in the 10 trading days commencing on the day following the day of announcement of Tyro’s FY20 full year result (being $3.32).

i. Summary of the material terms of the scheme
A copy of the Incentive Plan has been lodged with ASX and the key terms are summarised in Annexure 2 below.
j. Summary of the material terms of any loan that will be made to the person in relation to the acquisition

No loan is provided to Mr Cooke in relation to the acquisition of the Service Rights.

k. Details to be included in annual report

Details of any securities issued under the Incentive Plan will be published in Tyro’s annual report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14.

No Directors other than Mr Cooke are entitled to participate in the Incentive Plan. Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the Incentive Plan after Resolution 4 is approved and who were not named in this Notice of AGM will not participate in the Incentive Scheme until approval is obtained under ASX Listing Rule 10.14.

Voting Exclusion Statement

Voting Exclusions that apply to Resolution 4 are set out below in the Explanatory Note for Resolution 5.

Recommendation

The Directors (with Mr Cooke abstaining), recommend that Shareholders vote in favour of Resolution 4.

Resolution 5 – Grant of Performance Rights (FY21 LTI) to CEO | Managing Director

Background

Shareholders are being asked to approve Resolution 5 to allow Performance Rights and any Shares that may vest following the conversion of those Performance Rights, under the Incentive Plan, to be issued to Mr Robbie Cooke.

Details of Mr Cooke’s FY20 remuneration are set out in the Explanatory Note for Resolution 4 above. As noted above, Mr Cooke’s remuneration includes the right (subject to Shareholder approval) to participate in the Company’s long term incentive ( LTI ) plan to a value equal to 64.5% of Mr Cooke’s fixed annual remuneration. In respect of FY21, the value of the LTI grant is $556,104. Further detail on Mr Cooke’s FY20 remuneration can be found in the 2020 Remuneration Report (see pages 100 - 102 of the 2020 Annual Report).

The Board considers that a long-term performance-based incentive, such as the LTI, forms a key part of executive remuneration and provides alignment between the longterm interests of Shareholders and those of Company executives.

The Performance Rights, if granted, will vest in a single tranche on 1 September 2023 ( Vesting Date ), subject to:

Gateway : the Company reporting, in respect of the financial year immediately prior to the Vesting Date, positive EBITDA (before share based payments, but also including interest income and expenses from the Company’s banking business) for that financial year; and
Performance Hurdle : if the Gateway is satisfied, the number of Performance Rights that qualify for exercise will be determined by the Company’s three year compound annual growth rate of its gross profit, with FY20 as its starting point ( Gross Profit CAGR ), as follows:

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GROSS PROFIT CAGR VESTING PERCENTAGE
(1 SEP 2020 – 31 AUG 2023 (OF GRANTED PERFORMANCE
(FY20 TO FY23) RIGHTS)
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	Less than 12.5%	Nil
	12.5%	30%
	Above 12.5% to less than	Straight line vesting between
	20%	30% and 100%
	20% (‘target’)	100%
	Above 20% and capping	Straight line vesting between
	at 30%	100% and 150%

TYRO PAYMENTS LIMITED - ANNUAL GENERAL MEETING 2020

(continued) Explanatory Notes

The following additional conditions apply to the Performance Rights and resulting Shares (to be automatically issued on the Vesting Date):

Performance Rights will be subject to forfeiture prior to the Vesting Date;
any Shares issued following exercise of Performance Rights will remain subject to a 12 month holding lock ( Holding Lock ), from the exercise date; and
any Shares issued will remain subject to claw-back, until the date that is 2 years after the expiry of the Holding Lock.

ASX Listing Rule 10.14

Resolution 5 seeks Shareholder approval in order to comply with the requirements of ASX Listing Rule 10.14, which provides that a company must not permit any Director to acquire the Company’s equity securities (which includes the Performance Rights) under an employee incentive scheme, unless it has been approved by Shareholders by ordinary resolution. If Shareholders provide approval under ASX Listing Rule 10.14, separate Shareholder approval is not required under ASX Listing Rule 10.11 (general restriction against Directors acquiring the Company’s equity securities without Shareholder approval).

As noted above, the FY21 LTI is proposed to be granted in the form of Performance Rights. Subject to receiving Shareholder approval, the Board has determined that 167,501 Performance Rights (with a face value of $556,104) be granted to Mr Cooke as the FY21 LTI.

Shareholder approval is therefore sought pursuant to ASX Listing Rule 10.14 for the grant of 167,501 Performance Rights to Mr Cooke. If approved, the grant of the Performance Rights will be made to Mr Cooke following the AGM.

In the event that Resolution 5 is not approved by the requisite majority of Shareholders, the vesting of Performance Rights will be satisfied through the making of a cash payment in lieu of allocating Shares.

c. Number and class of securities proposed to be issued to the person under the scheme for which approval is sought

167,501 Performance Rights proposed to be issued under the Incentive Plan.

d. Details of the person’s total remuneration package

Details of Mr Cooke’s total remuneration package for FY20 are set out above in the Explanatory Note for Resolution 4 (under the heading ‘Background’).

e. Number of securities that have previously been issued to the person under the scheme and the average acquisition price (if any) paid by the person for those securities

f. Summary of material terms of the securities; explanation of why that type of security is being used; value that the entity attributes to that security and its basis

A summary of the material terms of the Performance Rights is set out below. The Board has selected Performance Rights for the grant of the FY21 LTI, as they provide long-term alignment between the interests of Shareholders and the CEO | Managing Director and as they vest in a single tranche at the end of a three year period, provide an incentive for executive retention.

Information Requirements for the purposes of Listing Rules 10.14 and 10.15

a. Name of the person to acquire the Performance Rights

Robbie Cooke (Tyro’s CEO | Managing Director).

b. Which category in rules 10.14.1 – 10.14.3 the person falls into

As Managing Director, Mr Cooke is a Director of Tyro (falling within the category of ASX Listing Rule 10.14.1).

TYRO PAYMENTS LIMITED - ANNUAL GENERAL MEETING 2020

(continued) Explanatory Notes

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TERM DESCRIPTION
----- End of picture text -----

Price (Performance Rights)	No amount is payable by Mr Cooke to acquire the Performance Rights.
Calculation of number of	The number of Performance Rights to be granted to Mr Cooke in respect of his FY21
Performance Rights	LTI was determined by dividing Mr Cooke’s FY21 LTI entitlement of $556,104 by the
	volume weighted average price (VWAP) of Tyro Shares traded in the 10 trading days
	commencing on the day following the day of announcement of Tyro’s FY20 full year
	result (being $3.32).
Vesting dates	Vesting takes place in a single tranche, on 1 September 2023, subject to satisfaction of
	the vesting conditions (see below).
Vesting conditions	Performance Rights granted in respect of the Incentive Plan must satisfy two
	performance hurdles to qualify for exercise. Refer to the explanation of the hurdles
	above.
Exercise	Following satisfaction of the vesting conditions on the Vesting Date, the relevant
	number of Performance Rights (determined by reference to the Performance Hurdles)
	will be automatically exercised at nil consideration.
Rights	Each Performance Right granted entitles the holder to that number of Shares
	determined by reference to the Performance Hurdles (see above). Shares resulting from
	an exercise of Performance Rights rank equally with other Shares, and Shareholders are
	entitled to the same dividend and voting rights specifed in Tyro’s Constitution.
Holding Lock	Shares issued on exercise of Performance Rights are subject to a holding lock for 12
	months from the date the Performance Right is exercised.
Claw-back	Any Shares issued will remain subject to claw-back, until the date that is 2 years after
	the expiry of the Holding Lock.

g. Date(s) on which the entity will issue the securities (to be no later than 3 years after the date of the AGM)

The Performance Rights will be issued in a single tranche, as soon as practicable after the AGM and in any event, no later than 12 months after the AGM.

j. Summary of the material terms of any loan that will be made to the person in relation to the acquisition

No loan is provided to Mr Cooke in relation to the acquisition of the Performance Rights.

k. Details to be included in annual report
h. Price at which the entity will issue the securities to the person under the scheme

The number of Performance Rights will be determined by reference to the volume weighted average price ( VWAP ) of Tyro Shares traded in the 10 trading days commencing on the day following the day of announcement of Tyro’s FY20 full year result (being $3.32).

i. Summary of the material terms of the scheme

A copy of the Incentive Plan has been lodged with ASX and the key terms are summarised in Annexure 2 below.

No Directors other than Mr Cooke are entitled to participate in the Incentive Plan. Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the Incentive Plan after Resolution 5 is approved and who were not named in this Notice of AGM will not participate in the Incentive Scheme until approval is obtained under ASX Listing Rule 10.14.

TYRO PAYMENTS LIMITED - ANNUAL GENERAL MEETING 2020

(continued) Explanatory Notes

Voting Exclusion Statement (Resolutions 4 and 5)

Voting Exclusions that apply to Resolutions 4 and 5 are as follows:

In accordance with the ASX Listing Rules and the Corporations Act, the Company will disregard any votes on Resolutions 4 and 5:

cast in favour of the Resolutions by or on behalf of any Director of the Company who is eligible to participate in the Incentive Plan in respect of which the approvals are sought (being Mr Robbie Cooke) or their Associates (regardless of the capacity in which the vote is cast); or
cast as a proxy, by a person who is a member of the KMP of the Company at the date of the Meeting, or by any of their Closely Related Parties.

The Company however need not disregard votes on Resolutions 4 and 5 by:

a person as proxy or attorney for a person entitled to vote on Resolutions 4 and 5, in accordance with a direction given to the proxy or attorney to vote on Resolutions 4 or 5 in that way; or
the Chair of the Meeting as proxy or attorney for a person entitled to vote on Resolutions 4 and 5, in accordance with a direction given to the Chair to vote on the resolutions as the Chair decides and, if acting as proxy, pursuant to an express authorisation in the Voting Form to vote an undirected proxy, even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP; or
a Shareholder acting solely in a nominee, trustee or custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and it not an associate of a person excluded from voting, on the resolutions; and
the Shareholder votes on the resolutions in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

Recommendation

The Directors (with Mr Cooke abstaining), recommend that Shareholders vote in favour of Resolution 5.

TYRO PAYMENTS LIMITED - ANNUAL GENERAL MEETING 2020

Glossary

Annual Report means the 2020 Annual Report to Shareholders for the period ended 30 June 2020 as lodged by Tyro with the ASX on 18 August 2020.

Annual General Meeting, AGM or Meeting means the annual general meeting of the Company and its members convened by this Notice of Meeting.

Associate has the meaning given to it by the ASX Listing Rules.

ASX Listing Rules means the official Listing Rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time.

Auditor means Ernst & Young.

Board means the current board of Directors of the Company.

Chair means the person chairing the Annual General Meeting.

Closely Related Party of a member of the KMP means:

a. a spouse or child of the member;
b. a child of the member’s spouse;
c. a dependant of the member or of the member’s spouse;
d. anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity;
e. a company the member controls;
f. a person prescribed by the regulations for the purposes of this definition.

Company or Tyro means Tyro Payments Limited ACN 103 575 042.

Constitution means the Company’s constitution. Corporations Act means the Corporations Act 2001 (Cth). Director means a current director of the Company.

Directors’ Report means the report of the Directors as included in the Annual Report.

Dollar or “ $ ” means Australian dollars.

Explanatory Notes means the explanatory notes accompanying this Notice of Meeting.

Incentive Plan means the Tyro Payments Limited Team Incentive Plan governed by the Team Incentive Plan Rules dated on or about 11 November 2019.

Key Management Personnel or KMP means the key management personnel (including the Directors) whose remuneration details are included in the Remuneration Report.

Notice of Meeting or Notice of AGM means this notice of annual general meeting of the Company, including the Explanatory Notes and Voting Form.

Performance Right means a ‘performance right’ granted under the Incentive Plan, with the terms and characteristics described in Resolution 5.

Remuneration Report means the remuneration report included in the Annual Report.

Resolutions means the resolutions set out in this Notice of Meeting.

Service Right means a ‘performance right’ granted under the Incentive Plan, with the terms and characteristics described in Resolution 4.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means the registered holder of a Share. Share Registry means Link Market Services.

Voting Form means either the direct voting and proxy appointment form provided to Shareholders with this Notice of Meeting or the online direct voting and proxy appointment portal available via the Link Market Services Investor Centre.

TYRO PAYMENTS LIMITED - ANNUAL GENERAL MEETING 2020

Annexure 1 – Summary of Key Terms of Sacrifice Rights Plan

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TERM DESCRIPTION
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Administration	The Sacrifce Rights Plan (Plan) is administered by the Board
Eligibility	Participation in the Plan is by invitation, and subject to Board approval. Eligible participants are any
	Director, full or part-time employees of the Company, or any other person so designated by the Board.
Entitlements	The Board may in its discretion invite Directors and employees of the Company to sacrifce a
	percentage of their remuneration or STI (as determined by the participant) for a certain number of
	Sacrifce Rights which convert automatically to Shares. The number of Sacrifce Rights to be granted
	to an eligible participant will be determined by the method or formula specifed in the invitation letter.
Sacrifce Rights	Each Sacrifce Right entitles the holder to one Share. Sacrifce Rights do not carry a right to vote or
	dividends or any right to participate in corporate actions and are not transferable.
Conversion	Following satisfaction of any conditions imposed by the Board, on the conversion date, each Sacrifce
	Right will automatically convert into a Share.
Exercise price	Nil.
Ranking of Shares	Shares resulting from conversion of Sacrifce Rights may be subject to trading restrictions but
	otherwise rank equally with other Shares, and Shareholders are entitled to the same dividend and
	voting rights specifed in the Constitution.
Trading	An invitation to participate in the Plan may specify a trading restriction, which is a period during
Restrictions	which the Shares issued on conversion of Sacrifce Rights cannot be transferred, sold, encumbered or
	otherwise dealt with.
	The minimum trading restriction period is one year from the date of grant of the Sacrifce Rights, with
	a maximum trading restriction period being 15 years for the date of the grant of the Sacrifce Rights.
	The trading restriction period will be lifted on the earlier of the date in the invitation letter, or the date
	the participant ceases to be an employee, or the Director ceases to hold that role.
Ceasing of	Subject to the terms of an invitation and unless the Board determines otherwise, where an employee
employment	ceases to be employed before the date of conversion, the Board can determine, at its discretion, for
	one of the following treatments to occur:
	• all Sacrifce Rights will convert to Shares on the cessation date;
	• lapse all Sacrifce Rights and pay the participant a cash amount equal in value to the Shares that
	would have been allocated on cessation if the Board had chosen to convert the Sacrifce Rights to
	Shares;
	• all Sacrifce Rights will remain ‘on-foot’ and convert to Shares at the relevant conversion date; or
	• all Sacrifce Rights will remain ‘on-foot’ and pay the participant a cash amount equal in value to
	the Shares that would have been allocated at the conversion date if the Board had chosen to
	convert the Sacrifce Rights to Shares.
Ceasing to hold	Subject to the terms of an invitation and unless the Board determines otherwise, where a Director
offce as a Director	ceases to hold that role, before the date of conversion, the Board can determine, at its discretion, for
	one of the following treatments to occur:
	• a pro-rata number of Sacrifce Rights will convert to Shares on the cessation date;
	• a pro-rata number of Sacrifce Rights will remain ‘on-foot’ and convert to Shares at the relevant
	conversion date; or
	• pay the participant a cash amount equal in value to the Shares that would have been allocated on
	cessation if the Board had chosen to convert the Sacrifce Rights to Shares; or
	• all Sacrifce Rights lapse on cessation and corresponding amount of remuneration sacrifced is
	paid out.
Amendments	The Board may amend the terms of the Plan, provided that the amendments do not materially reduce
	the rights of any participant attaching to Sacrifce Rights granted under the Plan.
Other terms	The Board has full discretion to impose other conditions on the conversion of
	Sacrifce Rights. The rules include other terms relating to the administration, transfer, termination and
	variation of the Plan.

TYRO PAYMENTS LIMITED - ANNUAL GENERAL MEETING 2020

Annexure 2 – Summary of Key Terms of Team Incentive Plan

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TERM DESCRIPTION
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Administration	The Team Incentive Plan (Incentive Plan) will be administered by the Board.
Eligibility	Full-time and part-time employees of the Company are eligible to receive awards under the Incentive
	Plan. The Board will select eligible employees to whom awards are to be granted from time to time.
Awards	The Incentive Plan provides the Company with fexibility to grant the following types of awards:
	• options to subscribe for Shares (Options);
	• rights to be paid a cash amount determined by the price of Shares at a specifed time or the
	movement in price over a period of time (Incentive Rights);
	• ability to subscribe for Shares that are subject to restrictions, including on transfer, until specifed
	conditions are satisfed (Restricted Shares); or
	• rights to receive Shares or cash, based on specifed performance factors (Performance Rights).
	The Service Rights and Performance Rights referred to in Resolutions 4 and 5 are both ‘Performance
	Rights’ under the Incentive Plan.
Shares	Shares issuable under the Incentive Plan may be newly issued Shares or already issued Shares
	acquired and held by an employee beneft trust established by the Company.
Vesting and	Performance Rights will vest and be settled by the delivery of Shares (or, where applicable, cash) when
conversion	the applicable vesting or performance conditions have been satisfed.
Lapsing and	Performance Rights will lapse, on the occurrence of a date or circumstance specifed in the award
forfeiture	agreement (for example, upon failure to satisfy a vesting or performance condition).
Dealing	A participant may not dispose of an award in any manner, other than on his or her death or if permitted
restrictions	by the Company or under an award transfer program approved by the Company that permits transfers
	in specifed circumstances.
Cessation of	Unvested Performance Rights lapse when the holder’s employment ends.
employment
Change of control	Where there is a change of control event (for example, a takeover bid, scheme of arrangement, merger
	or any other transaction or event that in the Board’s opinion is a change of control event for the
	Company), the Board may determine, subject to the Listing Rules, with respect to each award, that:
	• Performance Rights will be settled in full or in part;
	• performance conditions applicable to Performance Rights will be waived in full or in part or
	performance will be measured at the time of or before the change of control event and/or the
	number of Shares to vest may be pro-rated to such time;
	• the Performance Right will be assumed or be replaced by an equivalent award; or
	• any other action will be taken in relation to the award that is equitable and substantially delivers or
	preserves the value of the award.
Adjustments	In order to minimise material advantage or disadvantage to a participant resulting from a variation
	in the Company’s issued share capital, before the delivery of Shares or payment to a participant,
	the Board may adjust the number and/or class of Shares subject to each Performance Right, in an
	appropriate and proportionate manner, subject to the Listing Rules and provided that a fraction of a
	Share will not be issued.
Deferral	In order to comply with the Banking Executive Accountability Regime, the Company may defer
	allocation of a proportion of Shares or cash, to whatever period is required.
Amendments	The Board may amend or supplement the Incentive Plan, but not without approval of more than 50%
	of the participants holding awards affected by an amendment.

TYRO PAYMENTS LIMITED - ANNUAL GENERAL MEETING 2020

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www.tyro.com

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ABN 49 103 575 042

LODGE YOUR VOTE

ONLINE 

www.linkmarketservices.com.au

BY MAIL  Tyro Payments Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX



+61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138

 ALL ENQUIRIES TO

Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999 X99999999999 VOTING FORM I/We being a member(s) of Tyro Payments Limited (‘ Company ’) and entitled to attend and vote hereby: A VOTE DIRECTLY OR B APPOINT A PROXY elect to lodge my/our the Chairman OR of the Meeting as your proxy, please write if you are NOT appointing the Chairman Name vote(s) directly (mark box) of the Meeting the name and email of the person or body (mark box) corporate you are appointing as your proxy Email in relation to the Annual General  Meeting of the Company to be or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions held at 3:00pm (Sydney time) have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the on Tuesday, 27 October 2020, Company to be held at 3:00pm (Sydney time) on Tuesday, 27 October 2020 (the Meeting ) and at any postponement or adjournment of the Meeting. and at any adjournment or The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://agmlive.link/TYR20 postponement of the Meeting. Important for Resolutions 1,3,4 & 5: If the Chairman of the Meeting is your proxy, either by appointment or by default, You should mark either “for” or and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise “against” for each item. Do not the proxy in respect of Resolutions 1,3,4 & 5, even though the Resolutions are connected directly or indirectly with the mark the “abstain” box. remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote all available proxies in favour of each item of business. VOTING DIRECTIONS Direct votes or proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting, being 3:00pm (Sydney time) Sunday 25 October 2020. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * For Against Abstain * 1 Adoption of Remuneration Report 5 Grant of Performance Rights (FY21 LTI) to CEO l Managing Director

2 Retirement by Rotation and Re-Election of Director - Catherine Harris AO, PSM

3 Participation by Directors in Remuneration Sacrifice Rights Plan
4 Grant of Service Rights (FY20 STI) to CEO l Managing Director

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- If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

To be valid this form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

TYR PRX2001N

YOUR NAME AND ADDRESS

CORPORATE REPRESENTATIVES

This is your name and address as it appears on the Company’s Share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your Shares using this form.

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s Share Registry or online at www.linkmarketservices.com.au.

VOTING UNDER BOX A

If you ticked the box under Box A you are indicating that you wish to vote directly. Please only mark either “for” or “against” for each item. Do not mark the “abstain” box. If you mark the “abstain” box for an item, your vote for that item will be invalid.

LODGEMENT OF A VOTING FORM

If no direction is given on all of the items, or if you complete both Box A and Box B, your vote may be passed to the Chairman of the Meeting as your proxy.

This Voting Form (and any Power of Attorney under which it is signed) must be received at an address given below by 3:00pm (Sydney time) on Sunday, 25 October 2020, being not later than 48 hours before the commencement of the Meeting. Any Voting Form received after that time will not be valid for the scheduled Meeting.

Custodians and nominees may, with the Share Registrar’s consent, identify on the Voting Form the total number of votes in each of the categories “for” and “against” and their votes will be valid.

If you have lodged a direct vote, and then you attend the Meeting, your attendance will cancel your direct vote.

Voting Forms may be lodged using the reply paid envelope or:

ONLINE 

The Chairman’s decision as to whether a direct vote is valid is conclusive.

www.linkmarketservices.com.au

VOTING UNDER BOX B – APPOINTMENT OF PROXY

Login to the Link website using the holding details as shown on the If you wish to appoint the Chairman of the Meeting as your proxy, mark the box Voting Form. Select ‘Voting’ and follow the prompts to lodge your vote. in Step 1. If you wish to appoint someone other than the Chairman of the Meeting To use the online lodgement facility, Shareholders will need their as your proxy, please write the name and email address of that individual or body “Holder Identifier” (Shareholder Reference Number (SRN) or Holder corporate in Step 1. A proxy need not be a Shareholder of the Company. Identification Number (HIN) as shown on the front of the Voting Form). DEFAULT TO CHAIRMAN OF THE MEETING BY MAIL  Any directed proxies that are not voted on a poll at the Meeting will default to the Tyro Payments Limited Chairman of the Meeting, who is required to vote those proxies as directed. Any C/- Link Market Services Limited undirected proxies that default to the Chairman of the Meeting will be voted Locked Bag A14 according to the instructions set out in this Voting Form, including where the Sydney South NSW 1235 Resolution is connected directly or indirectly with the remuneration of KMP. Australia VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT You may direct your proxy how to vote by placing a mark in one of the boxes  BY FAX opposite each item of business. All your Shares will be voted in accordance with +61 2 9287 0309 such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of Shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of  BY HAND delivering it to Link Market Services Limited business, your proxy may vote as he or she chooses. If you mark more than one 1A Homebush Bay Drive box on an item your vote on that item will be invalid. Rhodes NSW 2138 APPOINTMENT OF A SECOND PROXY You are entitled to appoint up to two persons as proxies to attend the Meeting and * During business hours (Monday to Friday, 9:00am–5:00pm) vote on a poll. If you wish to appoint a second proxy, an additional Voting Form may be obtained by telephoning the Company’s Share registry or you may copy this form and return them both together. To appoint a second proxy you must: (a) on each of the first Voting Form and the second Voting Form state the percentage of your voting rights or number of Shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and (b) return both forms together. SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual:* where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either Shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

LODGE YOUR QUESTIONS

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ABN 49 103 575 042

ONLINE  www.linkmarketservices.com.au

BY MAIL  Tyro Payments Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138

 ALL ENQUIRIES TO

Telephone: 1300 554 474 Overseas: +61 1300 554 474

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X99999999999
----- End of picture text -----

X99999999999

X99999999999 Please use this form to submit any questions about Tyro Payments Limited (“the Company”) that you would like us to respond to at the Company’s 2020 Annual General Meeting. Your questions should relate to matters that are relevant to the business of the Meeting, as outlined in the accompanying Notice of Meeting and Explanatory Notes. If your question is for the Company’s auditor it should be relevant to the preparation and content of the auditor’s report, the accounting policies adopted by the Company, the independence of the auditor, or the conduct of the audit of the financial report. This form must be received by the Company’s share registrar, Link Market Services Limited, by 5:00pm (Sydney time) on Tuesday 20 October 2020. Questions will be collated. During the course of the Annual General Meeting, the Chairman of the Meeting will endeavour to address as many of the more frequently raised shareholder topics as possible and, where appropriate, will give a representative of the Company’s auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the Meeting to address all topics raised. Please note that individual responses will not be sent to shareholders. My question relates to (please mark the most appropriate box) Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction

This form must be received by the Company’s share registrar, Link Market Services Limited, by 5:00pm (Sydney time) on Tuesday 20 October 2020. Questions will be collated. During the course of the Annual General Meeting, the Chairman of the Meeting will endeavour to address as many of the more frequently raised shareholder topics as possible and, where appropriate, will give a representative of the Company’s auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the Meeting to address all topics raised. Please note that individual responses will not be sent to shareholders.

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Virtual Annual General Meeting

Virtual Annual General Meeting Online Guide

Before you begin

Ensure your browser is compatible. You can easily check your current browser by going to the website: whatismybrowser.com

Supported browsers are:

Chrome – Version 44 & 45 and after
Firefox – 40.0.2 and after
Safari – OS X v10.9 “Mavericks” & OS X v10.10 “Yosemite” and after
Internet Explorer 9 and up (please note Internet Explorer 8 is not supported)

The virtual meeting is viewable from desktops and laptops. To attend and vote at the virtual annual general meeting you must have:

ASX registered holders: Shareholder number and postcode

If you are an appointed proxy you will need your proxy number which will be provided by Link Market Services prior to the meeting. Please make sure you have this information before proceeding.

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Step 2

Please read and accept the terms and conditions before clicking on the blue ‘Register and Watch Annual General Meeting’ button. Once you have logged in you will see:

On the left – a live video webcast of the Annual General Meeting
On the right – the presentation slides that will be addressed during the Annual General Meeting.

Note: After you have logged in we recommend that you keep your browser open for the duration of the meeting. If you close your browser, your session will expire. If you attempt to log in again, you will be sent a recovery link via email for security purposes.

Step 1

Open your web browser and go to https://agmlive.link/TYR20 and select the relevant meeting.

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2 • Link Market Services Virtual Annual General Meeting Online Guide

This will bring up a box which looks like this.

Navigating

At the bottom of the webpage under the webcast and presentation there are three boxes. Refer to each section below for operating instructions.

1 Get a voting card Ask a Question

2 Downloads

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1. Get a voting card

To register to vote - click on the ‘Get a voting card’ box at the top of the webpage or below the videos.

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If you are an individual or joint Shareholder you will need to register and provide validation by entering your details in the top section:

ASX registered holders: Shareholder number and postcode

If you are an appointed Proxy, please enter the Proxy Number issued to you by Link Market Services in the PROXY DETAILS section. Once you have entered your appropriate details click the blue ‘SUBMIT DETAILS AND VOTE’ button.

Once you have registered, your voting card will appear with all of the resolutions to be voted on by Shareholders at the Annual General Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to scroll up or down to view all resolutions.

Shareholders and proxies can either submit a Full Vote or a Partial Vote. You can move between the two tabs by clicking on ‘Full Vote’ or ‘Partial Vote’ at the top of the voting card.

Link Market Services Virtual Annual General Meeting Online Guide • 3

Virtual Annual General Meeting Online Guide continued

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Full Votes

To submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’ , ‘Against’ , or ‘Abstain’ voting buttons.

Partial Votes

To submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes you would like to vote (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes in a certain box it will automatically tally how many votes you have left.

Once you have finished voting on the resolutions scroll down to the bottom of the box and click the blue ‘Cast Vote’ or ‘Cast Partial Vote’ button.

Note: You are able to close your voting card during the meeting without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’ . This will reopen the voting card with any previous votes made.

If at any point you have submitted your voting card and wish to make a change while voting is still open you can do so by clicking the ‘Edit Card’ button and making the required change. Once you have completed your card select the blue ‘Cast Vote’ or ‘Cast Partial Vote’ button.

The voting card remains editable until the voting is closed at the conclusion of the Annual General Meeting. Once voting has been closed all voting cards, submitted and un-submitted, will automatically be submitted and cannot be changed.

At the conclusion of the Annual General Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time available to shareholders. Please make any changes required to your voting cards at this point and submit your voting cards.

If an additional resolution is proposed during the meeting, there will be a short delay while the resolution is added to the voting card. Once the resolution has been added you will be notified by the Chairman during the meeting. In order to vote on the extra resolution you will need to reopen your voting card to cast your vote by clicking the ‘Edit Card’ button.

Note: Registration for the Annual General Meeting and voting opens one hour before the meeting begins.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.

4 • Link Market Services Virtual Annual General Meeting Online Guide

2. How to ask a question

Note: Only shareholders are eligible to ask questions.

You will only be able to ask a question after you have registered to vote. If you would like to ask a question, click on the ‘Ask a Question’ box either at the top or bottom of the webpage.

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The ‘Ask a Question’ box will then pop up with two sections for completion.

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In the ‘Regarding’ section click on the drop down arrow and select one of the following categories:

•	General Business	• Resolution 4
•	Resolution 1	• Resolution 5
•	Resolution 2
•	Resolution 3

After you have selected your question category, click in the ‘Question’ section and type your question.

When you are ready to submit your question - click the blue ‘Submit Question’ button. This will send the question to the Management/Board.

Note that not all questions are guaranteed to be answered during the Annual General Meeting, but we will do our best to address your concerns.

Once you have asked a question a ‘View Questions’ box will appear.

At any point you can click on ‘View Questions’ and see all the questions you have submitted. Only you can see the questions you have asked.

Note: You can submit your questions by this method one hour before the meeting begins, if you have registered to vote. You can continue to submit questions up until the close of voting.

If your question has been answered and you would like to exercise your right of reply, you can do so by submitting another question.

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Link Market Services Virtual Annual General Meeting Online Guide • 5

Virtual Annual General Meeting Online Guide continued

3. Downloads

Voting closing

If you would like to see the Notice of Annual General Meeting or the Annual Report you can do so here.

Voting will close 5 minutes after the close of the Annual General Meeting.

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A
B
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To download the Notice of Meeting – click A
To download the Annual Report – click B

When you click on these links the file will open in another tab in your browser.

At the conclusion of the Annual General Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not yet submitted your vote at this point, you will be required to do so now.

At the close of the meeting any votes you have placed will automatically be submitted.

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Contact us

Australia T +61 2 8280 7100 E [email protected]

New Zealand T +64 9 375 5998 E [email protected]

Link Market Services Virtual Annual General Meeting Online Guide •

AI assistant

TYRO PAYMENTS LIMITED — AGM Information 2020

65973_rns_2020-09-24_f7e0a970-59c9-484b-8ad3-5c402d950287.pdf

2020 NOTICE OF ANNUAL GENERAL MEETING

Sydney, 25 September 2020

About Tyro

2020

Notice of Annual General Meetin g

Tyro 2020 Annual General Meeting

2020 Notice of Annual General Meeting

Notice is given that the 2020 Annual General Meeting (AGM or Meeting) of

ANNUAL GENERAL MEETING AGENDA

ITEMS OF BUSINESS

Financial Statements and Reports

Resolution 1 – Adoption of Remuneration Report

“That the Remuneration Report for the financial year ended 30 June 2020 be adopted.”

(continued) 2020 Notice of Annual General Meeting

ITEMS OF BUSINESS (continued)

Resolution 2 - Retirement by Rotation and Re-Election of Director – Catherine Harris AO, PSM

Resolution 3 – Participation by Directors in Remuneration Sacrifice Rights Plan

Resolution 4 – Grant of Service Rights (FY20 STI) to CEO | Managing Director

Resolution 5 – Grant of Performance Rights (FY21 LTI) to CEO | Managing Director

Meeting Close

Important Notes

Right to attend, speak and vote at the 2020 Annual General Meeting

__________

__________

All resolutions will be via a poll

__________

Direct voting prior to the AGM

Direct voting via online AGM platform – during the AGM

Voting by Proxy

Appointing a Proxy

(continued) Important Notes

By post:

Undirected proxies

___________

Corporate representatives

Conduct at the AGM

Further Information

Explanatory Notes

Financial Statements and Reports

___________

Resolution 1 – Adoption of Remuneration Report

Voting Exclusion Statement

Recommendation

___________

Resolution 2 – Retirement by Rotation and ReElection of Director – Catherine Harris AO, PSM

Catherine Harris

Non-executive Director (independent)

(continued) Explanatory Notes

Recommendation: the Directors (with Catherine Harris abstaining) recommend that Shareholders vote in favour of Resolution 2.

Resolution 3 – Participation by Directors in Remuneration Sacrifice Rights Plan

Background

ASX Listing Rule 10.14

a. Name of the persons to acquire the Sacrifice Rights

(continued) Explanatory Notes

(continued) Explanatory Notes

Voting Exclusion Statement

Recommendation

___________

Resolution 4 – Grant of Service Rights (FY20 STI) to CEO | Managing Director

Background

(continued) Explanatory Notes

(continued) Explanatory Notes

ASX Listing Rule 10.14

(continued) Explanatory Notes

Voting Exclusion Statement

Recommendation

Resolution 5 – Grant of Performance Rights (FY21 LTI) to CEO | Managing Director

Background

(continued) Explanatory Notes

ASX Listing Rule 10.14

(continued) Explanatory Notes

(continued) Explanatory Notes

Recommendation

Glossary

Annexure 1 – Summary of Key Terms of Sacrifice Rights Plan

LODGE YOUR VOTE

ONLINE 

TYRO PAYMENTS LIMITED AGM Information 2020