Notice of Annual Meeting

Notice of 2021 Annual
Shareholders’ Meeting
24 SEPTEMBER 2021
WELLINGTON, NEW ZEALAND

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 2021
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:In personat Level 15, Grant Thornton House,215 Lambton Quay, Wellington; and
onlineathttp://www.virtualmeeting.co.nz/PYS21.
When:Friday 24 September 2021 at 10:00am (NZST)
Should the New Zealand Government make an announcementin relation to COVID-19 that
reduces the certainty that the in-person meeting cango ahead, PaySauce shall take the
prudent approach to make the meeting virtual only.All shareholders will be able to attend
the meeting virtually using the instructions explainedfurther below under “Virtual Annual
Meeting”.
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 Gavin Thompsonbe re-elected as a Director of
PaySauce.
Auditor’s Remuneration
Resolution B -That the Board is authorised to fixthe fees and expenses of Grant
Thornton as the auditor of PaySauce.
Each of the above resolutions is explained furtherin the explanatory notes that
follow below in this notice.

EXPLANATORY NOTES
Resolution A
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 islonger.
In accordance with NZX Listing Rule 2.7.1, Gavin Thompsonretires by rotation and being eligible, offers
himself for re-election.
___________________________________________________________________________________________
Gavin Thompson
Non-Executive Director
Term of Office:
Appointed in December 2018.
Experience:
Gavin is a founder and a director of Catalyst IT,New Zealand’s
largest open-source IT service provider, and is alsoa director for
a number of its subsidiaries, including Catalyst Cloud.He has
over 35 years experience in the IT industry, developingand
overseeing the delivery of software systems in the
manufacturing, engineering, financial, and governmentsectors.
Independent Director and Board support:
Gavin is not an Independent Director of the Companyas
defined in the NZX Listing Rules. The Board is supportiveof the
re-election of Gavin and unanimously recommends Shareholdersvote in favour of Resolution A.
Resolution B
Grant Thornton is automatically reappointed auditorof the Company at the annual meeting under
section 207T(1) of the Companies Act 1993. ResolutionB is sought to authorise the Directors to fix the
fees and expenses of the auditor, in accordance withsection 207S(a) of the Companies Act 1993.
The Directors of the Company intend to vote proxiesgranted to them and marked ‘proxy discretion’ on
Resolution B in favour of the resolution, and unanimouslyrecommend Shareholders vote in favour of
Resolution B.

PROCEDURAL NOTES
Virtual Annual Meeting
Shareholders will be able to attend and participatein the Annual Meeting virtually via an online
platform provided by our share registrar, Link MarketServices athttp://www.virtualmeeting.co.nz/PYS21
Shareholders attending and participating in the AnnualMeeting virtually will be able to vote and ask
questions during the Annual Meeting. More informationregarding virtual attendance at the Annual
Meeting (including how to vote and ask questions virtuallyduring the Meeting) is available in the
Virtual Annual Meeting Online Portal Guide availableat
https://bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf
Voting Entitlement
The persons who will be entitled to vote on the resolutionsat the Annual Shareholders’ Meeting are
those persons who will be the shareholders of PaySauceat 5.00pm on Wednesday 22 September 2021.
The Chair will require voting at the Annual Meetingto be conducted by poll, of the Company’s
shareholders entitled to vote and voting, as requiredby the NZX Listing Rules.
Proxies
A shareholder who is entitled to vote at the annualmeeting may appoint a proxy to attend and vote
instead of the shareholder. A proxy need not be ashareholder.
If you appoint a proxy you may either direct yourproxy how to vote for you or you may give the proxy
discretion to vote as they see fit. If you wish togive your proxy discretion then you should make the
appropriate election on the Proxy Form to grant yourproxy that discretion. You will be deemed to have
given your proxy discretion if you do not make anelection in relation to any of resolutions A or B.
The Chair of the Meeting or any other Director iswilling to act as proxy for any shareholder who
appoints him or her for that purpose. If, in appointingyour proxy, you do not name a person as your
proxy in the Proxy Form, or if your named proxy doesnot attend the annual meeting, the Chair of the
Meeting will be your proxy and may vote only in accordancewith your express direction.
However, if your proxy is precluded from voting (forexample, because they have an interest in the
outcome of the resolution), then the proxy will notbe able to vote on that resolution on your behalf.If
you do not tick any boxes or your direction on howthe proxy is to vote is unclear (in the proxy’s sole
opinion) in respect of a resolution, then the directionis to abstain.
Where the Chair of the Meeting or any other directoris appointed as a discretionary proxy, the Chairof
the Meeting and all other Directors intend to votein favour of all resolutions.

Proxy Form
Accompanying this notice of meeting is a Proxy Formwhich, if used, must be lodged with the share
registrar, Link Market Services Limited, in accordancewith the instructions set out on the form by
10:00am on 22 September 2021.
Shareholders can elect to vote their proxies on-lineby visiting
https://investorcentre.linkmarketservices.co.nz/voting/PYSor by scanning the QR code on the Proxy
Form with your smartphone. You will need to enteryour CSN/Holder Number and Authorisation Code
(FIN) to securely complete your proxy appointment.
Ordinary Resolution
An ordinary resolution is one passed by a simple majorityof votes from shareholders entitled to vote
and voting on the resolution.
Annual Report
The 2021 Annual Report is available on the PaySauceLimited website.
https://www.paysauce.com/investor/#/documents.
Shareholder questions
If you have any questions you would like consideredat the meeting, please send them to Link Market
Services by completing the Questions section on theProxy Form. Alternatively you can submit a
question online by going tohttps://investorcentre.linkmarketservices.co.nz/voting/PYSand completing
the online validation process. Questions will needto be submitted by 10:00am on Wednesday 22
September 2021. Alternatively, there is an optionto ask questions online during the proxy voting.

www.paysauce.com

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LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/PYS
Scan & email:
meetings@linkmarketservices.com Mail:
Use the enclosed reply paid
Deliver: envelope or address to :
Link Market Services Link Market Services Limited
Level 30, PwC Tower, PO Box 91976
80 Queen Street West, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online
General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com
PROXY FORM/ADMISSION CARD FOR PAYSAUCE LIMITED’S 2021 ANNUAL MEETING
The Annual Meeting of Shareholders of PaySauce Limited (PaySauce) will be held at Level 15, Grant Thornton House, 215 Lambton Quay,
Wellington and online at www.virtualmeeting.co.nz/pys21 via the Link Market Services Virtual Annual Meeting platform, on Friday 24
September 2021 at 10:00am (New Zealand time). If you will be attending online, you will require your Holder Number for verification purposes.
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 22 September 2021. 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 Chair 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 Chair 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.
Attending the meeting
If you wish to attend the meeting in person, please bring this proxy form/admission card to assist with your registration. If you will attend the
Meeting online, you will require your CSN/Holder Number for verification purposes.
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) (Address)
Or ________________________________________________________of ____________________________________________________
(Full Name) (Address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Shareholders to be held at Level 15, Grant Thornton House, 215
Lambton Quay, Wellington and online at www.virtualmeeting.co.nz/pys21 on Friday 24 September 2021 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 Gavin Thompson be re-elected as a Director of PaySauce.

B.That the Board is 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 22 September 2021. 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
Shareholder 1 Shareholder 2 Shareholder 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: