W.A.G Payment Solutions PLC — Proxy Solicitation & Information Statement 2024

Apr 11, 2024

MR SAM SAMPLE DESIGNATION (IF ANY) MR JOINT HOLDER 1

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Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. Additional Holders:

ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4

The Chairman of W.A.G payment solutions PLC invites you to attend the Annual General Meeting of the Company to be held at Third Floor (East), Albemarle House, 1 Albemarle Street, London W1S 4HA on 16 May 2024 at 4.00 pm.

Shareholder Reference Number

C1234567890

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 16 May 2024

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Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 14 May 2024 at 4.00 pm.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 702 0000 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

Kindly Note: This form is issued only to the addressee(s) and is specific to the All Named Holders unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

• 4. Pursuant to Regulation 41 of the Uncertifi cated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specifi ed deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertifi cated Securities Regulations 2001.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 702 0000 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this form should be initialled.
• 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

MR A SAMPLE ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4

Poll Card To be completed only at the AGM if a Poll is called.

Ordinary Resolutions 1. To receive the Company's annual report and audited fi nancial statements for the period ended 31 December 2023.		Vote For Against Withheld
2. To receive and approve the Directors' Remuneration Report for the period ended 31 December 2023.
3. To receive and approve the Directors' Remuneration Policy.
4. To re-elect Sharon Baylay-Bell as a Director.
5. To re-elect Mirjana Blume as a Director.
6. To re-elect Paul Manduca as a Director.
7. To re-elect Morgan Seigler as a Director.
8. To re-elect Martin Vohánka as a Director.
9. To elect Steve Dryden as a Director.
10. To elect Sophie Krishnan as a Director.
11. To elect Kevin Li Ying as a Director.
12. To elect Oskar Zahn as a Director.
13. To re-appoint PricewaterhouseCoopers LLP as auditor of the Company.

14. To authorise the Audit and Risk Committee to determine the remuneration of the Auditor.		Vote For Against Withheld
15. To authorise the Company to make political expenditure and donations.
16. To approve the Long Term Incentive Plan.
17 To approve the Rule 9 Waiver.
18. To authorise the Directors to allot shares in the Company, in accordance with section 551 of the Companies Act 2006.
Special Resolutions
19. To authorise the Directors to disapply pre-emption rights, in accordance with 561 of the Companies Act 2006.
20. To authorise the Directors to disapply pre-emption rights up to a further 5% for the purposes of acquisitions or capital investments.
21. To authorise the Company to purchase its own ordinary shares.
22. To authorise the Directors to call a general meeting other than an annual general meeting on not less than 14 clear days' notice.

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

C1234567890

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of W.A.G payment solutions PLC to be held at Third Floor (East), Albemarle House, 1 Albemarle Street, London W1S 4HA on 16 May 2024 at 4.00 pm, and at any adjourned meeting.

*

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

Please use a black pen. Mark with an X
inside the box as shown in this example.	X

1.	Ordinary Resolutions To receive the Company's annual report and audited fi nancial statements for the period ended 31 December 2023.	For	Vote Against Withheld
2.	To receive and approve the Directors' Remuneration Report for the period ended 31 December 2023.
3.	To receive and approve the Directors' Remuneration Policy.
4.	To re-elect Sharon Baylay-Bell as a Director.
5.	To re-elect Mirjana Blume as a Director.
6.	To re-elect Paul Manduca as a Director.
7.	To re-elect Morgan Seigler as a Director.
8.	To re-elect Martin Vohánka as a Director.
9.	To elect Steve Dryden as a Director.
	10. To elect Sophie Krishnan as a Director.
	11. To elect Kevin Li Ying as a Director.
	12. To elect Oskar Zahn as a Director.

13. To re-appoint PricewaterhouseCoopers LLP as auditor of the Company.	For	Vote Against Withheld
14. To authorise the Audit and Risk Committee to determine the remuneration of the Auditor.
15. To authorise the Company to make political expenditure and donations.
16. To approve the Long Term Incentive Plan.
17. To approve the Rule 9 Waiver.
18. To authorise the Directors to allot shares in the Company, in accordance with section 551 of the Companies Act 2006.
Special Resolutions
19. To authorise the Directors to disapply pre-emption rights, in accordance with 561 of the Companies Act 2006.
20. To authorise the Directors to disapply pre-emption rights up to a further 5% for the purposes of acquisitions or capital investments.
21. To authorise the Company to purchase its own ordinary shares.
22. To authorise the Directors to call a general meeting other than an annual general meeting on not less than 14 clear days' notice.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Signature Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or offi cer duly authorised, stating their capacity (e.g. director, secretary).

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All Correspondence to:

Bristol, BS99 6ZY Tel: +44 (0370) 702 0000

Computershare Investor Services PLC The Pavilions, Bridgwater Road

W.A.G PAYMENT SOLUTIONS PLC 2023 Annual Report and Accounts and Notice of 2024 Annual General Meeting

Important - please read carefully

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Please note that the 2023 Annual Report and Accounts and Notice of 2024 Annual General Meeting are now available and can be viewed at:

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https://investors.eurowag.com/

Join our growing number of shareholders who receive communications from us by email

At W.A.G PAYMENT SOLUTIONS PLC we are committed to ceating a sustainable future for our industry, customers, communities, and company. As a shareholder, you can support our strategy and priorities by choosing to receive your shareholder communications in electronic form, thereby reducing the environmental impact of our communications. Many shareholders already receive electronic communications from us and we would encourage you to do the same and provide us with your email address.

By providing us with your email address you will:

• Receive notifi cation of when shareholder communications are available online; and
• Have immediate access to the Annual Report and proxy voting facilities when published.

To join our community of eComms shareholders please submit your email address by either:

• visiting our Investor Centre website (www.investorcentre.co.uk/ecomms). You will need your Shareholder Reference Number printed above; or • completing the below with your email address and return this in the reply paid envelope provided.