Notice of Annual Meeting

Notice of 2020 Annual
Shareholders’ Meeting
18 SEPTEMBER 2020 - WELLINGTON, NEW ZEALAND

 
 
NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 2020 
PaySauce Limited, Wellington, New Zealand 
Due to the current COVID-19 situation, PaySauce has decided to hold its Annual Meeting of 
Shareholders online only. You will still be able to vote and ask questions at the virtual 
meeting. 
 
Notice is hereby given that the Annual Meeting of Shareholders of PaySauce Limited 
(“PaySauce”, or “the Company”) will be held at: 
 
Where: www.virtualmeeting.co.nz/PYS20 
When: Friday 18 September 2020 at 10:00am (NZT) 
AGENDA 
1.Chair’s Introduction 
2.CEO’s Address to Shareholders 
3.Financial Statements & Auditor’s Report 
4.Ordinary Resolutions 
Election & Re-Election of Directors 
Resolution A -​ Having retired, that Nick Lewis be re-elected as a Director of PaySauce. 
 
Resolution B -​ That Jacqueline Robertson Cheyne be elected as a Director of 
PaySauce. 
 
Resolution C -​ That Michael O’Donnell be elected as a Director of PaySauce effective 
from 1 October 2020. 
 
Increase to Directors’ Remuneration 
Resolution D -​ That the maximum aggregate amount of remuneration payable by 
PaySauce to all Directors (in their capacity as Directors) be increased from $125,000 
per annum to a maximum of $190,000 (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 E -​ That the Board is authorised to fix the fees and expenses of Grant 
Thornton as the auditor of PaySauce. 
 
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. 
 
●A Director appointed by the Board must not hold office (without re-election) past the next 
Annual Meeting following the Director’s appointment. 
 
In order to stagger the number of Directors who are required to retire in accordance with NZX Listing 
Rule 2.7.1 in future years, Nick Lewis chooses to retire and offers himself for re-election. 
 
Jacqueline Robertson Cheyne, having been appointed on 1 August 2020 by the Board, ​and holding 
office until the conclusion of the Annual Meeting of Shareholders in accordance with NZX 
Listing Rule 2.7.1, ​offers herself for election. 
 
The Board has determined that both Nick and Jacqueline qualify as Independent Directors, as 
described in the NZX Listing Rules, and unanimously supports their re-election or election. 
 
___________________________________________________________________________________________ 
Nick Lewis 
Independent Non-Executive Director, and Chair 
 
Term of Office: ​Appointed in December 2018. 
 
Nick has 15 years of governance experience in the fintech, financial 
services, energy, hospitality and education sectors. He is an investor 
in early-stage companies, and previously had a Wall Street finance 
career in M&A, equity, bank, bond, and derivatives capital markets 
at JP Morgan in New York. 
 
He is also the Chair of Kiwi Insurance (affiliate of Kiwibank) and a 
director of renewable electricity generator Pioneer Energy and 
CarboNZero-certified Electricity retailer Ecotricity. He was formerly 
the Chair of Mojo Coffee and the crowdfunding site PledgeMe. Nick 
is a Chartered Financial Analyst (CFA). 
  

 
___________________________________________________________________________________________ 
Jacqueline Robertson Cheyne  
Independent Non-Executive Director, and Audit & Risk 
Committee Chair 
 
Term of Office: ​Appointed in August 2020. 
 
Jacqueline has 25 years’ experience in financial audit and advisory 
services. She was a partner at Deloitte for 11 years in audit and 
assurance and also led the Corporate Responsibility and 
Sustainability services function for Deloitte New Zealand for 9 
years.  
 
Jacqueline is a Chartered Accountant (CA) and Chartered Member 
of the New Zealand Institute of Directors (CMInstD), and has a 
broad range of experience across the financial services, public, 
private and not-for-profit sectors. She is currently a Director of NZX listed Stride Property Group and 
NZ Green Investment Finance Limited as well as a member of the Audit Oversight Committee of the 
Financial Markets Authority and the Risk and Assurance Committee for the Ministry of Business, 
Innovation and Employment. 
 
 
Resolution C 
Michael O’Donnell offers himself for appointment as a Director, effective 1 October 2020. 
 
The Board has determined that Michael qualifies as an Independent Director, as described in the 
NZX Listing Rules, and unanimously supports his election. 
 
___________________________________________________________________________________________ 
Michael O’Donnell 
Independent Non-Executive Director 
 
Term of Office: ​Proposed appointment on 1 October 
2020. 
Michael "MOD" O'Donnell is a professional director, writer 
and advisor; with particular interest in fintech, ecommerce, 
tourism and news media. 
MOD is a director of Kiwibank and of Kiwi Wealth. He is 
also chairman of online booking company Timely, and a 
director of online global music company Serato, online real 
estate portal ​realestate.co.nz​, tourism marketing agency Tourism New Zealand and IP marketing 
company G2G Knowhow. MOD is an independent weekly business columnist for Stuff Media and the 
host of TVNZ series "Start Me Up". 
He was previously chief operating officer of Trade Me, head of wholesale investment at Gareth Morgan 
Investments and head of distribution at AMP Capital Investors. 
 
 
 

 
Resolution D 
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 current and 
proposed payments from the aggregate remuneration pool, including any additional remuneration 
for the Chair; and for being a member 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 
$190,000 (previously $125,000). 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 
Nick Lewis 
Chair 
Non-Executive Director (Independent) 
25,000 
40,000 
30,000 
30,000 
Asantha Wijeyeratne 
Executive Director (Non-Independent), CEO None None 
Mandy Simpson (Retiring Director) 
Non-Executive Director (Independent) - retiring 30 September 2020 
Chair of Audit & Risk Committee - retiring 30 September 2020 
N/A 
N/A 
30,000 
5,000 
Jacqueline Cheyne 
Non-Executive Director (Independent) 
Chair of Audit & Risk Committee - effective 1 October 2020 
40,000 
5,000 
30,000 
N/A 
Gavin Thompson 
Non-Executive Director (Non-Independent) 
40,000 None 
Michael O’Donnell (Proposed Director) 
Non-Executive Director (Independent) - effective 1 October 2020 40,000 N/A 
   
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 D. 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 E 
 
Grant Thornton is automatically reappointed auditor of the Company at the annual meeting under 
section 207T(1) of the Companies Act 1993. Resolution E 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 E in favour of the resolution.  

 
Procedural Notes 
 
Virtual Annual Meeting 
Shareholders will only be able to attend and participate in the Annual Meeting virtually via an online 
platform provided by our share registrar, Link Market Services at ​www.virtualmeeting.co.nz/PYS20 
 
Shareholders attending and participating in the Annual Meeting virtually will be able to vote and ask 
questions during the Annual Meeting. More information regarding virtual attendance at the Annual 
Meeting (including how to vote and ask questions virtually during the Meeting) is available in the 
Virtual Annual Meeting Online Portal Guide available at 
https://bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf 
 
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 16 September 2020.  
 
The Chair will require voting at the Annual Meeting to be conducted by poll, of the Company’s 
shareholders entitled to vote and voting, as required by the NZX Listing Rules. 
 
Proxies 
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 Chair 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 Chair of the 
Meeting will be your proxy and may vote only in accordance with your express direction. 
  
Where the Chair of the Meeting or any other director is appointed as a discretionary proxy, the Chair of 
the Meeting and all other Directors intend to vote in favour of all resolutions, except for Resolution D. 
The Directors of the Company, including the Chair of the Meeting, may not exercise discretionary 
proxies on Resolution D because they are disqualified from voting on that resolution. Accordingly, if 
you intend to appoint a Director or the Chair of the Meeting as your proxy, please include voting 
instructions on your proxy form for Resolution D. 
 
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 16 September 2020. 
 
Shareholders can elect to vote their proxies on-line by visiting 
https://investorcentre.linkmarketservices.co.nz/voting/PYS​ or by scanning the QR code on the Proxy 
Form with your smartphone. You will need to enter your CSN/Holder Number and Authorisation Code 
(FIN) to securely complete your proxy appointment. 
 
 
 

 
 
Ordinary Resolution 
An ordinary resolution is one passed by a simple majority of votes from shareholders entitled to vote 
and voting on the resolution. 
 
Annual Report 
The 2020 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 meeting, please send them to 
investor@paysauce.com​ in advance of the meeting. Alternatively, there is an option to ask questions 
online during the proxy voting. 
 
 
 
 
 
PaySauce 
PO Box 30433 
Lower Hutt 5040 
New Zealand 
 
www.PaySauce.com 

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 2020 ANNUAL MEETING
The Annual Meeting of Shareholders of PaySauce Limited (PaySauce) will be held online at www.virtualmeeting.co.nz/PYS20 via the Link
Market Services Virtual Annual Meeting platform, on Friday 18 September 2020 at 10:00am (New Zealand time). Due to the current COVID-
19 situation, PaySauce has decided to take the prudent step to hold its Meeting online only. You will still be able to vote and ask questions at
the virtual meeting. If you will be attending online, you will require your Holder Number for verification purposes.

If you will not attend the Meeting online 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 16 September
2020. 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, you will be deemed to
have given your proxy discretion.If you make more than one election in respect of a resolution your vote will be invalid on that resolution.
Voting Restrictions
The Directors of the Company, including the Chairperson, may not exercise discretionary proxies on Resolution D 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 D.
Attending the meeting
The 2020 Annual Meeting will be held online only and shareholders can attend at www.virtualmeeting.co.nz/PYS20. A corporation may appoint
a person to attend and vote online at the Meeting as its representative in the same manner as that in which it could appoint a proxy. That
person need not also be a shareholder.
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) (E-mail Address)


Or ________________________________________________________of ____________________________________________________
(Full Name) (E-mail Address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Shareholders to be held online at
www.virtualmeeting.co.nz/PYS20, on Friday 18 September 2020 at 10:00am, 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 ordinary resolutions:

Tick () in box to vote

For Against Abstain
1
Discretion
2

A. Having retired, that Nick Lewis be re-elected as a Director of PaySauce.
   
B. That Jacqueline Robertson Cheyne be elected as a Director of PaySauce.
   
C. That Michael O’Donnell be elected as a Director of PaySauce effective from 1
October 2020.
   
D. That the maximum aggregate amount of remuneration payable by PaySauce to all
Directors (in their capacity as Directors) be increased from $125,000 per annum to
a maximum of $190,000 (plus GST, if any) per annum, with this sum available to be
paid to the Directors of the Company as the Board considers appropriate.
   
E. That the Board are authorised to fix the fees and expenses of Grant Thornton as
the auditor of PaySauce.
   
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: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Shareholders’ Meeting will have the opportunity to ask questions during the meeting. If you cannot attend but would
like to ask a question, you can submit a question online by going to https://investorcentre.linkmarketservices.co.nz/voting/PYS and completing the online
validation process or complete the question section below and return to Link Market Services. Questions will need to be submitted by 10:00am on
Wednesday 16 September 2020. The Board will address and answer questions during the meeting.



STEP 3: SIGNATURE OF SECURITY HOLDER(S) This section must be completed

STEP 4: SIGN: SIGNATURE OF SHAREHOLDER(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.


Question: