Notice of Annual Meeting

Notice of 2019 Annual
Shareholders’ Meeting
20 SEPTEMBER 2019 - WELLINGTON, NEW ZEALAND

 
 
NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 2019 
PaySauce Limited, Wellington, New Zealand 
Notice is hereby given that the Annual Meeting of Shareholders of PaySauce Limited 
(“PaySauce”, or “the Company”) will be held at: 
 
Where: Level 15, Grant Thornton House, 215 Lambton Quay, Wellington 
When: Friday 20 September 2019 at 10:00am (NZT) 
AGENDA 
1.Chairman’s Introduction 
2.CEO’s Address to Shareholders 
3.Financial Statements & Auditor’s Report 
4.Ordinary Resolutions 
Re-election of Director 
Resolution A -​ Having retired, that Asantha Wijeyeratne be re-elected as a Director of 
PaySauce. 
Resolution B -​ Having retired, that Mandy Simpson be re-elected as a Director of 
PaySauce. 
 
Increase to Director’s Remuneration 
Resolution C -​ That the maximum aggregate amount of remuneration payable by 
PaySauce to all Directors (in their capacity as Directors) be increased from $60,000 per 
annum to a maximum of $125,000 (plus GST, if any) per annum, with this sum 
available to be paid to the Directors of the Company as the Board considers 
appropriate. 
 
Auditor’s Remuneration 
Resolution D -​ That the Board is authorised to fix the fees and expenses of Grant 
Thornton as the auditor of PaySauce. 
5.Special Resolutions 
Alteration of PaySauce’s Constitution 
Resolution E - ​To amend PaySauce’s constitution in the form and the manner 
described in the Notice of Meeting Explanatory Notes, with effect from the close of the 
Annual Shareholders’ Meeting. 
 
Each of the above resolutions is explained further in the explanatory notes that 
follow below in this notice.  
 

 
EXPLANATORY NOTES 
Resolutions A & B 
Pursuant to NZX Listing Rule 2.7.1, a Director must not hold office (without re-election) past the third 
Annual Meeting following the Director’s appointment or 3 years, whichever is longer. 
 
In order to balance the number of Directors who will retire in accordance with NZX Listing Rule 2.7.1 in 
future years, the following Directors have chosen to retire, and offer themselves for re-election: 
 
●Asantha Wijeyeratne chooses to retire and offers himself for re-election. The Board 
unanimously support his re-election. 
 
●Mandy Simpson also chooses to retire and offers herself for re-election. The Board unanimously 
support her re-election. 
___________________________________________________________________________________________ 
Asantha Wijeyeratne 
Director (Non-Independent) & CEO 
Asantha is one of the Co-founders of PaySauce and a 
Director of the original company prior to it’s reverse 
acquisition of Energy Mad Limited. Asantha was elected 
as a Director at the special meeting of Shareholders in 
December 2018, where Energy Mad Limited was 
renamed “PaySauce Limited” and a new Board was 
elected for the Company. 
 
Asantha moved to New Zealand in his twenties and built 
a number of successful businesses prior to founding one 
of New Zealand’s largest SME payroll providers, 
SmartPayroll. He sold his shareholding in that business, 
and founded PaySauce to bring a fresh approach to 
payroll software and revolutionise the way SME owners 
pay staff and manage employment obligations. 
 
 
Mandy Simpson 
Independent Non-Executive Director & Chair of 
Audit & Risk Committee 
Mandy joined the Board in December 2018 at the last 
special meeting of Shareholders. 
 
The Board considers Mandy to be an Independent 
Director, as described in the NZX Listing Rules. 
 
Mandy is currently Chief Digital Officer at Z Energy, 
Director at Punakaiki Fund, a fellow of the Institute of 
Chartered Accountants in England and Wales, and a 
member of the New Zealand Institute of Directors. Over 
the past decade, Mandy has held a number of senior 
executive roles in New Zealand including Chief Financial 
Officer at Fronde and Chief Operating Officer at NZX. 

 
 
Resolution C 
 
Under the NZX Listing Rules, any increase in the aggregate annual remuneration that can be paid to 
all Directors of the Company must be approved by shareholders by way of an ordinary resolution. 
 
Under the Company’s Corporate Governance Code, the Board annually reviews the remuneration 
structure and policy within the Company, as well as the remuneration packages of management and 
Directors. In accordance with clause 15.7.3 of the Company’s Corporate Governance Code (found at 
https://www.paysauce.com/investor/#/documents​), the details set out below describe the Board’s 
expectations as to what individual Directors are proposed to be paid from the aggregate 
remuneration pool, including any additional remuneration for the Chairperson or for being a member 
of, or chair of, a committee.  
 
The proposed maximum aggregate amount of remuneration payable in respect of all Directors’ fees 
(excl. GST, if any) per annum, effective from the date of the Annual Shareholders’ Meeting will be 
$125,000 (previously $60,000). If the resolution is passed, the Board intends to allocate the aggregate 
remuneration pool initially as detailed below: 
 
 $NZD (plus GST, if any) 
Director & Position Proposed Current 
Asantha Wijeyeratne 
Director (Non-Independent), CEO None None 
Andrew Barnes 
Director (Non-Independent), Chairman None None 
Gavin Thompson 
Director (Non-Independent) 
None None 
Mandy Simpson 
Non-Executive Director (Independent), Chair of Audit & Risk Committee 35,000 30,000 
Nick Lewis 
Non-Executive Director (Independent)  30,000 30,000 
Discretionary Pool 60,000 None 
 
The unallocated balance identified as the “discretionary pool” above may be applied by the Board, if it 
believes it is appropriate to do so, to provide additional remuneration to persons who from time to 
time hold office as a non-executive Director. The Board believes it is important to have this 
discretionary pool approved in advance, so that the Company will be able to attract and retain 
Directors of the highest calibre, to best represent shareholders’ interests and help achieve the 
Company’s objectives. 
 
Under the NZX Listing Rules, each of the Directors and their respective Associated Persons (as defined 
in the NZX Listing Rules) are disqualified from voting on Resolution C. A person appointed as a proxy 
who is disqualified from voting on a resolution may vote in accordance with the directions of the 
shareholder giving that proxy, but may not exercise a discretionary vote where directions are not 
given. 
  

 
Resolution D 
 
Grant Thornton is automatically reappointed auditor of the Company at the annual meeting under 
section 207T(1) of the Companies Act 1993. Resolution D is sought is to authorise the Directors to fix 
the fees and expenses of the auditor, in accordance with section 207S(a) of the Companies Act 1993. 
The Directors of the Company intend to vote proxies granted to them and marked ‘proxy discretion’ 
on Resolution D in favour of the resolution.  
 
Resolution E 
 
The former NZX Main Board & Debt Market Listing Rules (dated 1 October 2017) have been replaced by 
updated NZX Listing Rules (dated 1 January 2019) ("New Listing Rules"). PaySauce transitioned to the 
New Listing Rules on 1 July 2019. A small number of amendments are required to be made to 
PaySauce's existing constitution ("Constitution") to ensure that it meets the requirements of, and is 
consistent with, the New Listing Rules. 
 
The proposed amendments to the Constitution can be summarised as follows: 
 
●the provision allowing a managing director to be appointed for a fixed term not exceeding five 
years has been removed. The effect of this is that a managing director is treated as any other 
director and must not hold office without re-election past the third annual meeting following 
that individual's appointment or three years, whichever is longer; 
 
●allowing shareholders to participate and vote by electronic means at shareholder meetings. 
This change reflects the alignment of the New Listing Rules with legislation permitting annual 
meetings to be held by electronic means; 
 
●updating the provisions concerning the appointment of proxies, including to provide that 
different kinds of proxies (for example, electronic or postal) may be received by PaySauce by 
different due dates; 
 
●to provide that a shareholder need not exercise all of their votes in the same manner; 
 
●allowing for notices to be served electronically on shareholders outside of New Zealand; 
 
●updating references and provisions for clarity and consistency with the New Listing Rules; and 
 
●any consequential alterations, for example, in respect of numbering. 
 
In accordance with the Companies Act 1993 ("Companies Act"), the proposed amendments must be 
approved by a special resolution of shareholders. As the amendments to the Constitution do not 
impose or remove a restriction on the activities of PaySauce, or affect the rights attaching to shares, 
the minority buy-out rights provisions in the Companies Act do not apply.  
 
Russell McVeagh has provided an opinion to NZX that it considers that the amended constitution 
complies with the New Listing Rules.  
 
A mark-up of the Constitution, setting out all of the proposed amendments can be viewed at 
https://www.paysauce.com/investor/#/documents​. A copy of the marked-up Constitution will also be 
available to view at the Annual Shareholders’ Meeting. 
 
 

 
PROCEDURAL NOTES 
 
Voting Entitlement  
The persons who will be entitled to vote on the resolutions at the Annual Shareholders’ Meeting are 
those persons who will be the shareholders of PaySauce at 5.00pm on Wednesday 18 September 2019. 
Voting at the meeting will be by way of a poll of the Company’s shareholders entitled to vote and 
voting. 
 
Voting in Person 
If you are entitled to vote and wish to do so in person, we encourage you to attend the annual 
meeting. Please bring your Proxy Form with you to the meeting. 
 
A corporation may appoint a person to attend the meeting as its representative in the same manner 
in which it would appoint a proxy.  
 
Voting by Proxy 
A shareholder who is entitled to vote at the annual meeting may appoint a proxy to attend and vote 
instead of the shareholder. A proxy need not be a shareholder.  
 
If you appoint a proxy you may either direct your proxy how to vote for you or you may give the proxy 
discretion to vote as they see fit. If you wish to give your proxy discretion then you should make the 
appropriate election on the Proxy Form to grant your proxy that discretion. You will be deemed to have 
given your proxy discretion if you do not make an election in relation to any of resolutions A to E. 
 
The Chairperson of the Meeting or any other Director is willing to act as proxy for any shareholder who 
appoints him or her for that purpose. If, in appointing your proxy, you do not name a person as your 
proxy in the Proxy Form, or if your named proxy does not attend the annual meeting, the Chairperson 
of the Meeting will be your proxy and may vote only in accordance with your express direction. 
  
Where the Chairperson of the Meeting or any other director is appointed as a discretionary proxy, the 
Chairperson and all other Directors intend to vote in favour of all resolutions, except for Resolution C. 
The Directors of the Company, including the Chairperson, may not exercise discretionary proxies on 
Resolution C because they are disqualified from voting on that resolution. Accordingly, if you intend to 
appoint a Director or the Chairperson as your proxy, please include voting instructions on your proxy 
form for Resolution C. 
 
Proxy Form 
Accompanying this notice of meeting is a Proxy Form which, if used, must be lodged with the share 
registrar, Link Market Services Limited, in accordance with the instructions set out on the form by 
10:00am on 18 September 2019. 
 
Ordinary Resolution 
An ordinary resolution is one passed by a simple majority of votes from shareholders entitled to vote 
and voting on the resolution. 
 
Special Resolution 
A special resolution is one passed by 75% or more of the votes from shareholders entitled to vote and 
voting on the resolution. 
 
 

 
 
Annual Report 
The 2019 Annual Report is available on the Paysauce Limited website. 
https://www.paysauce.com/investor/#/documents​. 
 
Shareholder questions 
If you have any questions you would like considered at the annual meeting, please send them to 
investor@paysauce.com​ in advance of the meeting. 
  

www.paysauce.com

---

LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/PYS
Scan & email:
meetings@linkmarketservices.co.nz Mail:
Fax: +64 9 375 5990 Use the enclosed reply paid
Deliver: envelope or address to :
Link Market Services Link Market Services Limited
Level 11, Deloitte Centre, PO Box 91976
80 Queen Street, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online

General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.co.nz

PROXY FORM/ADMISSION CARD FOR PAYSAUCE LIMITED’S 2019 ANNUAL MEETING
The Annual Meeting of Shareholders of PaySauce Limited (PaySauce) will be held on Friday, 20 September 2019 at 10.00am at Level 15,
Grant Thornton House, 215 Lambton Quay, Wellington. If you will attend the Meeting, please bring this form to assist with your registration.
If you will not attend the Meeting but wish to be represented by proxy, please complete and return this form (in accordance with the lodgement
instructions above) to PaySauce’s share registry, Link Market Services, by no later than 10.00am, Wednesday 18 September 2019. You can
also appoint your proxy and vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/PYS or by scanning the QR code above with your smartphone.

Appointment of proxy
A proxy need not be a shareholder of PaySauce. A shareholder who wishes to do so may appoint the Chairman of the Meeting to act as proxy.
If you appoint a proxy you may either direct your proxy how to vote for you or you may give your proxy discretion to vote as he/she sees fit. If,
in appointing your proxy, you do not name a person as your proxy in the Proxy Form the Chairperson of the Meeting will be your proxy and
may vote only in accordance with your express direction.

Voting of your holding
If you appoint a proxy you must either direct the proxy how to vote by ticking the “For”, “Against” or “Abstain” box in respect of each resolution
OR by ticking the “Proxy Discretion” box in respect of each resolution. A shareholder can direct the proxy holder in respect of one or more
resolutions and give the proxy holder discretion in respect of other resolutions. If you wish to give your proxy discretion then you must mark the
appropriate boxes on the form to grant your proxy that discretion. If you do not tick any box for a particular resolution, then your instruction will
be to abstain. If you make more than one election in respect of a resolution your vote will be invalid on that resolution. The Directors of the
Company, including the Chairperson, may not exercise discretionary proxies on Resolution C because they are disqualified from voting on that
resolution. Accordingly, if you intend to appoint a director or the Chairperson as your proxy, please include voting instructions on your proxy
form for Resolution C.

Attending the meeting
The persons who will be entitled to vote on the resolutions at the Annual Meeting are those persons who will be the shareholders of PaySauce
at 5:00pm on Wednesday, 18 September 2019. If you wish to vote in person, you should attend the Meeting. Please bring this form with you
to the Meeting to assist with your registration.

Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.

Joint Holding
This Proxy Form may be signed by either, or on behalf of, the joint shareholders (or their duly authorised attorney).

Power of Attorney
If this proxy form has been signed under a power of attorney, a copy of the power of attorney (unless already deposited with Link Market
Services Limited) and a signed certificate of non-revocation of the power of attorney must be returned to Link Market Services Limited.

Corporate Shareholder
If the shareholder is a company, this proxy form must be signed on behalf of the company by a duly authorised person acting under the
company’s express or implied authority.

Go online to https://investorcentre.linkmarketservices.co.nz/voting/PYS to appoint your proxy, or turn over to complete the form.

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of PaySauce Limited hereby appoint:



_______________________________________________________of ____________________________________________________
(Full Name) (Full Address)


Or ________________________________________________________of ____________________________________________________
(Full Name) (Full Address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Shareholders to be held on Friday, 20 September 2019 at
10.00am at Level 15, Grant Thornton house, 215 Lambton Quay, Wellington, and at any adjournment of that meeting, and to vote as my/our
proxy thinks fit on any resolutions to amend any of the resolutions, or any resolution so amended and on any other resolution proposed at the
Annual Meeting (or any adjournment thereof) so as to give effect to my/our intention as set out below where possible.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box.
To consider and, if thought fit, pass the following resolutions:

Tick () in box to vote
Ordinary Resolutions
For Against Abstain
1
Discretion
2

A. Having retired, that Asantha Wijeyeratne be re-elected as a Director of PaySauce.
   
B. Having retired, that Mandy Simpson be re-elected as a Director of PaySauce.
   
C. That the maximum aggregate amount of remuneration payable by PaySauce to
Directors (in their capacity as Directors) be increased from $60,000 per annum to a
maximum of $125,000 (plus GST, if any) per annum, with this sum available to be
paid to the Directors of the Company as the Board considers appropriate.
   
D. That the Board are authorised to fix the fees and expenses of Grant Thornton as
the auditor of PaySauce.
   
Special Resolution
E. To amend PaySauce’s constitution in the form and the manner described in the
Notice of Meeting Explanatory Notes, with effect from the close of the Annual
Shareholders’ Meeting.
   


1
If you mark the ‘Abstain’ box for a particular resolution, you are directing your proxy NOT to vote on that resolution. If a proxy does not vote on your
behalf on a resolution, your votes will not be counted when calculating the majority of that resolution.
2
If you tick the ‘Proxy Discretion’ box for a particular resolution, you are directing your proxy to decide how to vote on that resolution on your behalf.


STEP 3: SIGNATURE OF SECURITY HOLDER(S) This section must be completed
Security Holder 1 Security Holder 2 Security Holder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name ___________________________________________ Contact Daytime Telephone _______________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.