PayPoint : Notice of Annual General Meeting

PayPoint Plc Notice of Annual General Meeting 2025 01

PayPoint Plc

PayPoint Plc is registered in England and Wales with Company Number 03581541.

Notice of Annual General Meeting 2025

This document is important and requires your immediate attention.

If you are in any doubt as to any aspect of the proposals referred to in this notice of meeting or as to the action you should take, you should seek your own advice from a stockbroker, bank manager, solicitor, tax adviser, accountant or other independent professional adviser.

If you have recently sold or otherwise transferred all of your ordinary shares in PayPoint Plc, please pass this notice of meeting, together with the accompanying documents, to the purchaser or transferee, or to the person who arranged the sale or transfer, so that they can pass these documents to the person who now holds the shares as soon as possible.

02	PayPoint Plc Notice of Annual General Meeting 2025
		Registered office: 1 The Boulevard Shire Park,
		Welwyn Garden City,
		Hertfordshire
		AL7 1EL
		United Kingdom

Dear Shareholder,

I am pleased to invite you to the PayPoint Plc 2025 Annual General Meeting (AGM) being held at 12.00 noon on Wednesday, 6 August 2025 at the registered office, 1 The Boulevard Shire Park, Welwyn Garden City, Hertfordshire AL7 1EL.

This Notice of Meeting (Notice) describes the business that will be proposed at the AGM and sets out the procedures for your participation and voting. Notice of the AGM is set out on pages 3 to 5 with explanatory notes on pages 8 to 13.

We remain committed to engaging with our shareholders so please do send any questions you may have for the Board, relating to the business of the meeting, to our Company Secretary at [e-mail] by Monday 4 August 2025 at 12.00 noon.

Voting

Voting on all proposed resolutions will be conducted

on a poll. Your vote is important to us and we encourage you to submit your proxy votes to the Company's registrars, details of which can be found on pages 6 and 7, as early as possible. The deadline for proxy votes being received is 12.00 noon on 4 August 2025 and details on how to submit your proxy votes are set out on page 6.

The results of the AGM will be announced on our website https://www.paypointbusiness.com/corporate and to the London Stock Exchange as soon as practicable after the conclusion of the AGM.

Share buyback programme

Significant progress was made towards achieving the first

£20 million return of capital in the period to 31 March 2025 with almost £15 million returned to shareholders by that date.

As announced on 12 June 2025, we intend to enhance the share buyback programme that commenced in July 2024 by increasing the return to shareholders to £30 million per annum and extending the programme until the end of March 2028.

Authority is sought again from shareholders to make market purchases of the Company's own shares to complete this buyback programme and commence any further tranches as may be announced in due course.

Board of Directors

Following a consultation with shareholders in 2024 on the extension of my appointment as Chair for a further three-year term and on the recommendation of the Nomination Committee, I was pleased to be re-elected by shareholders at the 2024 AGM. The Board remains supportive of this decision, which is consistent with Provision 19 of the UK Corporate Governance Code 2024, which provides for the extension of the normal nine-year limit for a limited period to facilitate effective succession planning and the development of a diverse Board.

As part of our succession planning, and on the recommendation of the Nomination Committee, Rakesh Sharma will be handing over the role of Senior Independent Director to Lan Tu with effect from the conclusion of this year's AGM. I would like to thank Rakesh Sharma for his support as Senior Independent Director over the past five years. Rakesh will be seeking re-election at the AGM to continue serving on the Board as an independent Non-Executive Director for the final year of his third three-year term.

With respect to Resolutions 4 to 10 (inclusive), as Chairman I confirm that, based on the performance evaluation undertaken during the period, each of the retiring Directors' performance continues to be effective and to demonstrate commitment

to the role. The Board recommends that each Director who wishes to serve again be proposed for re-election. This opinion is based on an assessment of each Director's relevant knowledge and experience and the conclusion that, in each case, their informed opinions are of significant value and they each contribute greatly to Board discussions.

Recommendation

The Directors believe that the proposals described in this Notice of Meeting are in the best interests of the Company and its shareholders as a whole and recommend shareholders to support them by voting in favour of all the resolutions, as they intend to in respect of their own beneficial shareholdings.

Yours faithfully,

Giles Kerr

Chair

30 June 2025

PayPoint Plc is registered in England and Wales with Company Number 03581541.

Registered office: 1 The Boulevard Shire Park, Welwyn Garden City, Hertfordshire AL7 1EL United Kingdom

PayPoint Plc Notice of Annual General Meeting 2025 03

Notice of Annual General Meeting Notice is hereby given that the 2025 Annual General Meeting of PayPoint Plc (the 'Company') will be held at the Company's head office, 1 The Boulevard, Shire Park, Welwyn Garden City, Hertfordshire AL7 1EL, on Wednesday 6 August 2025 at 12.00 noon. You will be asked to consider and, if thought fit, pass the following resolutions. Resolutions 1 to 14 (inclusive) will be proposed as ordinary resolutions, and Resolutions 15 to 18 (inclusive) will be proposed as special resolutions.

1. Report and accounts

   To receive the accounts for the financial year ended 31 March 2025 together with the Directors' report and the auditor's report on those accounts.

2. Directors' Remuneration Report

   To approve the Directors' Remuneration Report for the financial year ended 31 March 2025 as set out on pages 98 to 112 of the annual report and financial statements 2025.

3. Declaration of final dividend

   To declare a final dividend of 19.6 pence per ordinary share of the Company for the year ended 31 March 2025, which will be payable in equal instalments to shareholders on

   11 August 2025 and 26 September 2025 to the holders of ordinary shares whose names are recorded on the register of members at the close of business on 4 July 2025 and 29 August 2025 respectively.

4. Re-election of Director - Giles Kerr

   To re-elect Giles Kerr as a Director.

5. Re-election of Director - Nick Wiles

   To re-elect Nick Wiles as a Director.

6. Re-election of Director - Rob Harding

   To re-elect Rob Harding as a Director.

7. Re-election of Director - Rakesh Sharma

   To re-elect Rakesh Sharma as a Director.

8. Re-election of Director - Ben Wishart

   To re-elect Ben Wishart as a Director.

9. Re-election of Director - Rosie Shapland

   To re-elect Rosie Shapland as a Director.

10. Re-election of Director - Lan Tu

    To re-elect Lan Tu as a Director.

11. Appointment of auditor

    To confirm the re-appointment of PricewaterhouseCoopers LLP as auditor of the Company until the conclusion of the next AGM of the Company at which the accounts are laid.

12. Auditor's remuneration

    To authorise the Directors to determine the auditor's remuneration.

13. Political donations

    That, in accordance with section 366 of the Companies Act 2006 (the "Act"), the Company and any company which is, or becomes, a subsidiary of the Company at any time during the period for which this resolution has effect, be authorised to:

    1. make donations to political parties and/or independent election candidates not exceeding £100,000;

    2. make political donations to political organisations, other than political parties, not exceeding £100,000; and

    3. incur political expenditure not exceeding £100,000,

       as such terms are defined in Part 14 of the Act during the period beginning on the date of the passing of this resolution and ending on the date of the Company's next annual general meeting, provided that the aggregate of all expenditure under paragraphs (a), (b) and (c) shall not exceed £100,000 in total.

       04 PayPoint Plc Notice of Annual General Meeting 2025

       Notice of Annual General Meeting continued
14. Directors' authority to allot shares

    That the Board be generally and unconditionally authorised under section 551 of the Companies Act 2006 to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

    1. up to a nominal amount of £78,053 (such amount to be reduced by any allotments or grants made under paragraph (B) below in excess of such sum); and

    2. comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a nominal amount of

       £156,107 (such amount to be reduced by any allotments or grants made under paragraph (A) above) in connection with an offer by way of a rights issue:

       1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

       2. to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary,

          and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to apply until the close of business on 30 September 2026 or, if earlier, the annual general meeting of the Company in 2026 but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert

          securities into shares under any such offer or agreement as if the authority had not ended.

15. Disapplication of pre-emption rights

    That if Resolution 14 is passed, the Board be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as

    treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

    1. to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (B) of Resolution 16, by way of a rights issue only):

       1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

       2. to holders of other equity securities, as required by the rights of those securities or, as the Board otherwise considers necessary;

    2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) above) up to a nominal amount of £23,416 representing approximately 10 per cent of the aggregate nominal amount of the share capital of the Company (excluding treasury shares) as at 19 June 2025; and

    3. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) or paragraph

    (B) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (B) above, such authority to be used only for the purposes of making a follow-on offer which the Board determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-emption Group prior to the date of this Notice,

    such authority to expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 30 September 2026 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

    PayPoint Plc Notice of Annual General Meeting 2025 05

16. Additional disapplication of pre-emption rights That if Resolution 14 granting the authority to allot shares is passed, the Board be authorised in addition to any authority

    granted under Resolution 15 (first disapplication resolution)

    to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

    1. to the allotment of equity securities or sale of treasury shares up to a nominal amount of £23,416 representing approximately 10 per cent of the aggregate nominal amount of the share capital of the Company (excluding treasury shares) as at 19 June 2025 such authority to be used only for the purposes of financing (or refinancing,

       if the authority is to be used within 12 months after the original transaction) a transaction which the Board determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and

    2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (A) above, such authority to be used only for the purposes of making a follow-on offer which the Board determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-emption Group prior to the date of this Notice,

    such authority to expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 30 September 2026) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

17. Company's authority to purchase its own shares

    That the Company be authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (as defined in section 693(4) of the Companies Act 2006) of its ordinary shares of 1/3 pence each, provided that:

    1. the maximum number of ordinary shares hereby authorised to be purchased is 7,024,818;

    2. the minimum price which may be paid for an ordinary share is 5 pence and the maximum price which may be paid for an ordinary share is the highest of:

       1. an amount equal to 5% above the average market value of an ordinary share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and

       2. the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out at the relevant time, in each case, exclusive of expenses;

          such authority to apply until the close of business on

          30 September 2026 or, if earlier, the annual general meeting of the Company in 2026 but in each case so that during this period the Company may enter into a contract to purchase ordinary shares which would, or might be, completed or executed wholly or partly after the authority ends and the Company may purchase ordinary shares pursuant to any such contract as if the authority had not ended.

18. Calling of general meetings on 14 days' notice.

That any general meeting of the Company that is not an annual general meeting may be called on not less than 14 clear days' notice.

By order of the Board

Bernadette Young,

on behalf of Indigo Corporate Secretary Limited Company Secretary

30 June 2025

Registered office:

1 The Boulevard Shire Park

Welwyn Garden City Hertfordshire

AL7 1EL

United Kingdom

Registered in England and Wales Company No. 03581541