Notice of Annual Meeting

Notice of Annual Meeting
Lower Hutt, New Zealand - 29 August 2025

PaySauce Limited (NZX:PYS) (“PaySauce”) has today provided a copy of its Notice of
Annual Shareholders' Meeting.

The 2025 Annual Shareholders’ Meeting will be held:

Where: Online
Shareholders will be able to attend and participate in this year’s
Annual Meeting virtually via an online platform provided by our share
registrar, MUFG Pension & Market Services at
https://meetings.mpms.mufg.com/pys25.

Shareholders attending and participating in the virtual meeting 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 Meeting Online Portal Guide’ available at
https://mail.cm.mpms.mufg.com/generic/docs/OnlinePortalGuide.pdf.

When: Friday 26th September 2025 at 3.00pm (NZST)

The attached Notice of Meeting and Proxy Form are being sent to shareholders
today. An electronic copy of these documents will also be available on the
company's website.

At the meeting, as part of his address to shareholders, PaySauce CEO Asantha
Wijeyeratne intends to provide an update on PaySauce’s progress towards the
release of a payroll solution for the Australian market.

PaySauce continues to see strong potential for our solutions in Australia given the
complexity of the awards system in that country, the absence of a strong payroll
solution tailored to the needs of microbusinesses - the core of PaySauce’s
customer base - and the power of our Gen 2.0 payroll engine.

As set out in the agenda below, shareholders will also be asked to consider the
re-election of Shelley Ruha and Asantha to the Board as well as a proposal to
increase Directors’ fees.

We encourage shareholders to attend this important update.

ENDS

PaySauce is a SaaS fintech platform delivering digital payroll solutions across 14
jurisdictions in Asia-Pacific. The technology enables small employers to digitally
onboard, pay and manage employees from any device. The platform includes
rosters, mobile timesheets, payroll calculations, banking integration, automated
payments, PAYE filing, labour costing, and automated general ledger entries. The
PayNow feature enables customers’ employees to access the pay they’ve earned
before payday, providing a free alternative to payday lenders. www.paysauce.com

CONTACT
Asantha Wijeyeratne
CEO PaySauce
+64 21 554 600
Please direct any investment queries to investor@paysauce.com

---

Notice of 2025 Annual
Shareholders’ Meeting



26 SEPTEMBER 2025 - WELLINGTON, NEW ZEALAND

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 2025
PaySauce Limited, Lower Hutt, New Zealand
Notice is hereby given that the Annual Meeting of Shareholders of PaySauce Limited
(“PaySauce”, or “the Company”) will be held:

Where: Online at
https://meetings.mpms.mufg.com/pys25


When: Friday 26th September 2025 at 3:00pm (NZST)

At the meeting, as part of his address to shareholders, PaySauce CEO Asantha Wijeyeratne
intends to provide an update on PaySauce’s progress towards the release of a payroll solution
for the Australian market.

PaySauce continues to see strong potential for our solutions in Australia given the complexity
of the awards system in that country, the absence of a strong payroll solution tailored to the
needs of microbusinesses - the core of PaySauce’s customer base - and the power of our Gen
2.0 payroll engine.

As set out in the agenda below, shareholders will also be asked to consider the re-election of
Shelley Ruha and Asantha to the Board as well as a proposal to increase Directors’ fees.

We encourage shareholders to attend this important update.

1

AGENDA
1. Chair’s Introduction
2. CEO’s Address to Shareholders, including our plans to release a payroll solution in
Australia.
3. Ordinary Resolutions
Re-Election of Directors
Resolution A - That having retired by rotation, Asantha Wijeyeratne be re-elected as a
Director of PaySauce.

Resolution B - That having retired by rotation, Shelley Ruha be re-elected as a Director
of PaySauce.

Increase to Directors’ Remuneration
Resolution C - That the maximum aggregate amount of remuneration payable by
PaySauce to all Directors (in their capacity as Directors) be increased from $190,000 per
annum to a maximum of $275,000 (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.

Each of the above resolutions are explained further in the explanatory notes that
follow below in this notice.

2

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 compliance with the rotation requirements of Listing Rule 2.7.1, Asantha Wijeyeratne retires by
rotation as a Director and being eligible offers himself for re-election. The Board unanimously supports
Asantha’s re-election.

In compliance with the rotation requirements of Listing Rule 2.7.1, Shelley Ruha retires by rotation as a
Director and being eligible offers herself for re-election. The Board unanimously supports Shelley’s
re-election.

___________________________________________________________________________________________

Asantha Wijeyeratne
Executive Director & CEO

Term of Office:
Re-appointed in September 2022.

Experience:

Asantha has over 25 years’ experience of unparalleled focus on
helping small businesses navigate the difficult landscape of
effective payroll. His formal background in accounting combined
with his ‘people first’ attitude has seen him successfully build a
number of businesses into market leadership positions.

Asantha’s obsession is the micro-business sector with a tech and customer service focus. He loves
seeing someone with determination and passion turn an idea into a business that supports them,
their families and the wider community. He gets a lot of enjoyment from making tech work to help
business owners succeed.

In recognition of his contribution to business and the community, he was awarded a Queens Service
Medal (QSM) in the New Year’s honours list in 2013 and was a finalist in Ernst & Young’s 2021
Entrepreneur of the Year.

3

___________________________________________________________________________________________
Shelley Ruha
Independent Non-Executive Director & Chair

Term of Office:
Appointed in February 2022.

Experience:

Shelley joined the PaySauce board in February 2022. Shelley is a
professional director with strong governance experience within
FinTech, large scale technology infrastructure, payments
innovation, banking, wealth management and venture capital.

Current governance roles include Chair of Allied Farmers and
directorships at Heartland Bank, 9Spokes, SmartPay and
Partners Life. Prior directorships include Paymark, The Icehouse, Hobson Wealth, TaxGift and JBWere
Australia.

She has also had an extensive executive career leading large, complex businesses in New Zealand, with
revenues over $1bn and 1,200 employees; and in disciplines including Technology, Operations, Product,
Property and Procurement.


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 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.

Shareholders approved a remuneration pool of $190,000 at the 2020 Annual Meeting when PaySauce
had five directors. Listing Rule 2.11.3 provides that, where director remuneration is expressed as a fee
pool and there is an increase in the number of Directors from the number at the Annual Meeting
where the fee pool was approved, the Board may (without an Ordinary Resolution) increase the fee
pool, provided that the amount of the increase for each additional Director does not exceed the
average amount being paid to the existing Non-Executive Directors (other than the chair). At the time
of Mark Samlal’s appointment, the average amount of director fees payable to each Non-Executive
Director was $40,000. Consequently, the fee pool was increased by this amount, from $190,000 to
$230,000 to allow for the appointment of Mark as a sixth Director.

The proposed maximum aggregate amount of remuneration payable in respect of all Directors’ fees
(excl. GST, if any) per annum, effective from 1 October 2025 will be $275,000. The proposed maximum
4

aggregate amount is supported by independent benchmarking which was undertaken during the
year.

If the resolution is passed, the Board intends to allocate only $213,500 to current Directors, being a
reduction in the total value paid to Directors. A further $61,500 will be allocated to allow an additional
Director to be added to support the acceleration of growth in Australia. The proposed allocation of the
aggregate remuneration pool is detailed below:
$NZD (plus GST, if any)
Director & Position Proposed Current
Asantha Wijeyeratne
Executive Director (Non-Independent), CEO None None
Gavin Thompson
Non-Executive Director (Independent) 45,000 40,000
Shelley Ruha
Chair
Non-Executive Director (Independent)

27,000
45,000

25,000
40,000
Mark Samlal
Non-Executive Director (Independent)
45,000 40,000
Jim Sybertsma
Non-Executive Director (Independent)
Chair of Audit & Risk Committee
45,000
6,500
40,000
5,000
Michael O’Donnell (resigned August 2025)
Non-Executive Director (Independent) -

40,000
Proposed pool for current Directors 213,500 230,000
Provision for an Australian Based Director 61,500 N/A
Proposed pool for Total Directors Fees 275,000 230,000

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 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, and unanimously recommend Shareholders vote in favour of
Resolution D.

5

PROCEDURAL NOTES

Virtual Annual Meeting
Shareholders will be able to attend and participate in this year’s Annual Meeting virtually via an online
platform provided by our share registrar, MUFG Pension & Market Services at
https://meetings.mpms.mufg.com/pys25.

Shareholders attending and participating in the virtual meeting 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
Meeting Online Portal Guide’ available at
https://mail.cm.mpms.mufg.com/generic/docs/OnlinePortalGuide.pdf

Voting Entitlement
The persons who will be entitled to attend and vote on the resolutions at the Annual Shareholders’
Meeting are those persons who will be the shareholders of PaySauce at 5.00pm on Wednesday 24
September 2025.

The Chair will require voting at the Annual Shareholders’ Meeting to be conducted by poll, of the
Company’s shareholders entitled to vote and voting, as required by the NZX Listing Rules.

Voting by Proxy
A shareholder who is entitled to vote at the 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, B, C or D.

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.

However, if your proxy is precluded from voting (for example, because they have an interest in the
outcome of the resolution), then the proxy will not be able to vote on that resolution on your behalf. If
you do not tick any boxes or your direction on how the proxy is to vote is unclear (in the proxy’s sole
opinion) in respect of a resolution, then the direction is to abstain.

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.


6

Proxy Form
Accompanying this notice of meeting is a Proxy Form which, if used, must be lodged with the share
registrar, MUFG Pension & Market Services, in accordance with the instructions set out on the form by
3.00pm on Wednesday 24 September 2025.

Shareholders can elect to vote their proxies on-line by visiting
https://nz.investorcentre.mpms.mufg.com/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 2025 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 email them (either before
or during the meeting) to investor@paysauce.com or complete the Questions section on the Proxy
Form. The Board will address and answer questions during the meeting.

If you have any questions you would like considered at the meeting, please send them to MUFG
Pension & Market Services by completing the Questions section on the Proxy Form. Alternatively you
can submit a question online by going to https://nz.investorcentre.mpms.mufg.com/voting/PYS and
completing the online validation process. Questions will need to be submitted by 3:00pm on
Wednesday 24 September 2025. Alternatively, there is an option to ask questions online during the
voting.
7

---

LODGE YOUR PROXY
Online:
https://nz.investorcentre.mpms.mufg.com/voting/PYS
Scan & email:
meetings.nz@cm.mpms.mufg.com Mail:
Use the enclosed reply paid
Deliver: envelope or address to :
MUFG Pension & Market Services MUFG Pension & Market Services
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online

General Enquiries
+64 9 375 5998 | enquiries.nz@cm.mpms.mufg.com


PROXY FORM/ADMISSION CARD FOR PAYSAUCE LIMITED’S 2025 ANNUAL MEETING
The Annual Meeting of Shareholders of PaySauce Limited (PaySauce) will be held online at www.virtualmeeting.co.nz/pys25 on Friday, 26
September 2025 commencing at 3.00pm (NZT). If you wish to participate in the online meeting will require your CSN/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, MUFG Pension & Market Services, by no later than 3.00pm, Wednesday, 24 September
2025. You can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to
https://nz.investorcentre.mpms.mufg.com/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.

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 MUFG Pension &
Market Services) and a signed certificate of non-revocation of the power of attorney must be returned to MUFG Pension & Market Services.
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://nz.investorcentre.mpms.mufg.com/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 online at 3.00pm on Friday 26
September 2025, 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.


◻ ◻ ◻ ◻
B.

◻ ◻ ◻ ◻
C.

◻ ◻ ◻ ◻
D.

◻ ◻ ◻ ◻


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://nz.investorcentre.mpms.mufg.com/voting/PYS and completing the online
validation process or complete the question section below and return to MUFG Pension & Market Services. Questions will need to be submitted by
3.00pm on Wednesday 24 September 2025. 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.