W A G payment : Notice of Annual General Meeting

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Notice of W.A.G payment solutions plc Annual General Meeting 2023

The W.A.G payment solutions plc Annual General meeting will be held at our registered office, Third Floor (East), Albemarle House, 1 Albemarle Street, London W1S 4HA.

Commencing at: 4:00pm on Thursday 11 May 2023.

This is an important document and requires your immediate attention.

If you are in any doubt about the action you should take, you should consult an independent financial advisor. If you have recently sold or transferred your shares in W.A.G payment solutions plc you should forward this document to your bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Registered office of W.A.G payment solutions plc is Third Floor (East), Albemarle House, 1 Albemarle Street, London W1S 4HA. Registered in England and Wales No. 13544823

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Dear Fellow Shareholder,

I am pleased to invite you to W.A.G payment solutions plc's second Annual General Meeting ('AGM'). The AGM will be held at 4:00pm (BST) on Thursday, 11th May 2023 at Third Floor (East), Albemarle House, 1 Albemarle Street, London W1S 4HA.

The AGM is an important opportunity for the Board to receive feedback from our members as the Company continues on its journey as a listed entity and pursues our ambition to create sustainable, financial and technological solutions for the benefit of our industry, society and the environment. The Board and I look forward to our continued engagement with you, our shareholders.

Voting

The Notice of AGM, which follows this letter, sets out the business to be considered at the meeting. Explanatory notes on each resolution are set out on pages 6 to 19 of this document. Voting on each of the resolutions to be put to shareholders at the AGM will be conducted by a poll. This is in line with best practice and ensures a more accurate and democratic final result which reflects the voting preferences of all shareholders who have lodged a proxy vote, not only those who attend the AGM in person. If you are unable to participate in the AGM in person on the day, please submit a proxy vote in advance of the proxy deadline. Guidance on the appointment of proxies, corporate representatives and voting can be found on pages 20 to 21 of this notice. The results of the voting will be published on the London Stock Exchange and on the Company's website as soon as practicable after the AGM.

Re-election of directors

On 25 October 2022, it was announced that Magdalena Bartoś would be stepping down as Chief Financial Officer in April 2023, after serving as Chief Financial Officer since September 2019. Due to Magdalena Bartoś' leaving date she will not be standing to re-election at this year's AGM. On 28 February 2023, it was announced that Oskar Zahn would succeed Magdalena Bartoś as Chief Financial Officer in April 2023. It is intended that Oskar will be appointed as a Director of the Company in late May 2023.

With the exception of Magdalena Bartoś, all Directors will stand for re-election at the AGM having been re-appointed to

W.A.G payment solutions plc within the last year. This is in line with provision 18 of the UK Corporate Governance Code and the Company's Articles of Association. Further details and the Director's Biographies can be found on pages 7 to 9 of this Notice.

Background to and reasons for the waiver resolution

The Independent Directors believe that it is in the best interests of the Company for the Company to have the authority to buy back Ordinary Shares in the market if they become available at an attractive price. The Board will only exercise such authority if it considers that the effect of such purchase would be to increase earnings and/or net assets per Ordinary Share and that such exercise would be in the best interests of Shareholders generally. In addition, the Board will only exercise the authority if it is satisfied that the Company has at the time such purchase is contemplated, sufficient cash resources for current working capital purposes and distributable reserves and that there will be no requirements for financing from third parties for this purpose. If the Company was to buy back Ordinary Shares in the market, the effect of this would be that current Shareholders' percentage interest in the business would increase slightly. In the case of the Concert Party, the interests of the Concert Party would increase from 52.88 per cent. of the issued share capital of the Company to 58.75 per cent. In the case of Martin Vohánka, the interests of Martin Vohánka would increase from 47.78% per cent. of the issued share capital of the Company to 53.09% per cent. The effect of this increase in percentage interest would be that Martin Vohánka would ordinarily be required to make an offer for all of the Ordinary Shares in the Company that he does not currently own, pursuant to Rule 9 of the City Code on Takeovers and Mergers (the "Takeover Code"). The approval of the Waiver Resolution by Independent Shareholders at the AGM would remove this requirement should it arise due to a buyback of Ordinary Shares.

Recommendation

The Board considers that all the proposed Resolutions set out in this Notice of AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of each Resolution, as they themselves intend to do in respect of their own beneficial shareholdings in the Company. I want to thank shareholders for their continued support and investment into the Company and its vision.

Yours faithfully

Paul Manduca

Chair of W.A.G payment solutions plc

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Notice of Annual General Meeting

Notice is hereby given that the second Annual General Meeting ('AGM') of W.A.G payment solutions plc (the 'Company') will be held at 4:00pm on Thursday, 11th May 2023 at Third Floor (East), Albemarle House, 1 Albemarle Street, London W1S 4HA. You will be asked to consider and, if thought fit, pass the following resolutions below. Resolutions 1 to 14 will be proposed as ordinary resolutions. For an ordinary resolution to be passed, a simple majority of the votes cast must be in favour of the resolution. Resolutions 15 to 18 will be proposed as special resolutions. For a special resolution to be passed, at least 75% of the votes cast must be in favour of the resolution.

Ordinary resolutions

Resolution 1

To receive the Company's annual report and audited financial statements for the period ended 31 December 2022.

Resolution 2

To receive and approve the Directors' Remuneration Report for the period ended 31 December 2022.

Resolution 3

To re-elect Paul Manduca as a Director.

Resolution 4

To re-elect Martin Vohánka as a Director.

Resolution 5

To re-elect Mirjana Blume as a Director.

Resolution 10

To re-appoint PricewaterhouseCoopers LLP as auditor of the Company (the Auditor), to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting of the Company at which the Company's financial statements are laid before the Company.

Resolution 11

To authorise the Audit and Risk Committee to determine the remuneration of the Auditor.

Resolution 12

To authorise, for the purposes of Part 14 of the Companies Act 2006, the Company and all companies which are, at any time during the period for which this resolution has effect, subsidiaries of the Company:

1. to make political donations to political parties or independent electoral candidates, not exceeding £100,000 in total;
2. to make political donations to political organisations other than political parties, not exceeding £100,000 in total; and
3. to incur political expenditure, not exceeding £100,000 in total in each case, as such terms are defined in Part 14 of the Companies Act 2006,

provided that the aggregate amount of any such donations and expenditure shall not exceed £100,000 during the period beginning with the date of the passing of this resolution and ending at the conclusion of the Annual General Meeting of the Company to be held in 2024.

Resolution 6

To re-elect Sharon Baylay-Bell as a Director.

Resolution 7

To re-elect Morgan Seigler as a Director.

Resolution 8

To re-elect Susan Hooper as a Director.

Resolution 9

To re-elect Caroline Brown as a Director.

Resolution 13

That approval is granted for the waiver by the Panel on Takeovers and Mergers of any obligation that would otherwise arise, pursuant to Rule 9 of the City Code on Takeovers and Mergers, on Martin Vohánka to make a general offer for all the ordinary issued share capital of the Company, following any increase in the percentage of shares of the Company carrying voting rights in Martin Vohánka is interested resulting from the exercise by the Company of the authority to purchase its own Ordinary Shares granted to the Company pursuant to resolution 17 below provided that such approval shall expire at the conclusion of the next annual general meeting of the Company or on 11 August 2024, whichever is earlier.

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Notice of Annual General Meeting

Resolution 14

To authorise the Directors, in accordance with section 551 of the Companies Act 2006 (the Act), to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company:

1. up to an aggregate nominal amount of £2,273,407.39; and
2. up to a further aggregate nominal amount of £2,273,407.39 provided that
3. 1. they are equity securities (within the meaning of section 560(1) of the Act; and
   2. they are offered by way of a rights issue to holders of ordinary shares on the register of members at such record date as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate
      (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record date and to other holders of equity securities entitled to participate therein, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter. This authority shall continue for the period ending on the date of the annual general meeting in 2024 (or, if earlier, at the close of business on 11 August 2024), provided that the Directors shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or such rights to be granted after such expiry and the Company may allot shares and grant rights pursuant to any such offer or agreement as if this authority had not expired.

Special resolutions

Resolution 15

That subject to the passing of resolution 14 above, the Directors of the Company be and are hereby empowered, until the conclusion of the Period of Authority, pursuant to Section 570 of the Companies Act 2006 (the "Act") to allot equity securities (within the meaning of Section 560 of the Act) for cash pursuant to the authority conferred upon them under resolution 14 above as if Section 561 of the Act did not apply to any such allotment and pursuant to Section 573 of the Act to allot equity securities (within the meaning of Section 560 of the Act) held by the Company as treasury shares (within the meaning of Section 724(5) of the Act) for cash as if Section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to:

1. the allotment of equity securities in connection with a rights issue, open offer or any other offer in favour of holders of Ordinary Shares (within the meaning of
   Section 560 of the Act) and any other persons entitled to participate in such issue or offering where the equity securities respectively attributable to the interests of such holders and persons are proportionate (as nearly as may be) to the respective numbers of Ordinary Shares held by or deemed to be held by them on the record date of such allotment, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems arising under the laws or requirements of any territory or the requirements of any regulatory authority or any stock exchange;
2. the allotment of equity securities (otherwise than pursuant to sub-paragraph (a) above) up to an aggregate nominal amount equal to the sum of £344,455.66, and in respect of any such allotment, on terms that the shares constituting the equity securities allotted or for or into which the equity securities allotted give a right to subscribe or convert (as the case may be) shall be subscribed for or issued or sold (as the case may be) at a price per share not less than the net asset value per share calculated pursuant to the Articles of Association of the Company as at the Calculation Date (as defined in the Articles of Association of the Company) immediately preceding the issue (or sale) of such shares; save that the Company may, before the expiry of the Period of Authority, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

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Resolution 16

If resolution 14 is passed, and in addition to the power conferred by resolution 15 to authorise the Directors pursuant to section 570 and section 573 of the Companies Act 2006, to allot equity securities (within the meaning of section 560 of that Act) for cash pursuant to the authority conferred by resolution 14 and by way of a sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment provided that this power shall:

1. be limited to the allotment of equity securities or sale of treasury shares to any person or persons up to an aggregate nominal amount of £344,455.66; and
2. only be used for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the 2015 Statement of Principles on disapplying pre-emption rights published by the Pre-Emption Group. This authority shall continue for the same period as the authority conferred by resolution
   15, provided that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer or agreement as if this authority had not expired.

Resolution 17

That, the Company is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 1 pence each in the capital of the Company provided that:

1. the maximum number of ordinary shares hereby authorised to be purchased is 68,891,133;
2. the minimum price (exclusive of expenses) which may be paid for an ordinary share is 1 pence per share;

1. the maximum price (exclusive of expenses) which may be paid for an ordinary share is, in respect of an ordinary share contracted to be purchased on any day, the higher of (a) an amount equal to 105% of the average of the middle market quotations of an ordinary share of the Company derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased and (b) an amount equal to 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 venue where the purchase is carried out; (iv) the authority hereby conferred shall expire at the close of the AGM in 2024 or 18 months from the date of this resolution (whichever is earlier) (unless previously renewed, varied or revoked by the Company in general meeting); and
2. during the relevant period the Company may make a contract to purchase ordinary shares under this authority prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract as if the authority had not expired.

Resolution 18

To authorise the calling of general meetings of the Company (not being an annual general meeting) by notice of at least 14 clear days.

By order of the Board.

For and on behalf of

Computershare Company Secretarial Services Limited,

Company Secretary

28 March 2023

EUROWAG Notice of Annual General Meeting 2023