Notice of Annual Meeting

Notice of Annual Meeting
Lower Hutt, New Zealand - 27 August 2026
PaySauce Limited (NZX:PYS) (“PaySauce”) has today provided a copy of its Notice of
Annual Shareholders' Meeting.
The 2026 Annual Shareholders’ Meeting will be a hybrid meeting, allowing
shareholders the opportunity to vote or ask questions in person, or to participate
virtually via the online platform. Details of the meeting for in-person and online
participants are shown below:
When: Thursday 24 September 2026 at 3.00pm (NZST)
In-Person Meeting to be held at our offices:
PaySauce Ltd, 85 Esplanade, Petone, Lower Hutt 5012
Details for shareholders attending 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 and
Market Services at www.virtualmeeting.co.nz/pys26
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
The attached Notice of Meeting and Proxy Form will be sent to shareholders today. An
electronic copy of these documents will also be available on the company's website.
ENDS
PaySauce is a SaaS fintech platform providing solutions for people at work in 14
jurisdictions across the Asia-Pacific region. 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, automated general ledger entries
and digital employment contracts. 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
Jaime Monaghan
CFO PaySauce
+64 22 5246 366
Please direct any investment queries to investor@paysauce.com

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Notice of 2026 Annual
Shareholders’ Meeting



24 SEPTEMBER 2026 - WELLINGTON, NEW ZEALAND

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 2026
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: In Person
: PaySauce Ltd, 85 Esplanade, Petone, Lower Hutt 5012

Online:
www.virtualmeeting.co.nz/pys26

Shareholders unable to attend in person will be able to vote in advance of the
meeting by visiting the link below:
https://nz.investorcentre.mpms.mufg.com/voting/PYS


When: Thursday 24th September 2026 at 3:00pm (NZST)


AGENDA
1. Chair’s Introduction
2. CEO’s Address to Shareholders
3. Ordinary Resolutions



Auditor’s Remuneration
Resolution A - That the Board is authorised to fix the fees and expenses of Grant Thornton as
the auditor of PaySauce.

The above resolution is explained further in the explanatory note that follows below in
this notice.

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EXPLANATORY NOTES

Resolution A
Grant Thornton is automatically reappointed auditor of the Company at the annual meeting under
section 207T(1) of the Companies Act 1993. Resolution A 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 A in favour of the resolution, and unanimously recommend Shareholders vote in favour of
Resolution A.

PROCEDURAL NOTES

Hybrid Annual Meeting
Shareholders will be able to attend and participate in this year’s Annual Meeting in person or virtually
via an online platform provided by our share registrar, MUFG Pension & Market Services at
www.virtualmeeting.co.nz/pys26

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 Tuesday 22
September 2026.

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 resolution A.

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.


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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.

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 Tuesday 22 September 2026.

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 2026 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 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 Tuesday
22 September 2026. Alternatively, there is an option to ask questions online during the voting.
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Go online to https://nz.investorcentre.mpms.mufg.com/voting/PYS to appoint your proxy

LODGE YOUR PROXY

















Proxy Form/Admission Card for PaySauce Limited 2026 Annual Shareholders’ Meeting

Notice is hereby given that the Annual Shareholders’ Meeting of PaySauce Limited (“the Company”) will be held in person at PaySauce Ltd, 85 Esplanade,
Petone, Lower Hutt 5012 and online through the MUFG Pension & Market Services meeting platform at www.virtualmeeting.co.nz/pys26 at 3:00pm (NZST)
on Thursday, 24 September 2026. You 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 lodgment instructions
above) to PaySauce Limited’s share registry, MUFG Pension & Market Services, by no later than 3:00pm (NZST) on Tuesday, 22 September 2026. 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.


Thursday, 24 September 2026 at 3:00pm (NZST)



PaySauce Ltd, 85 Esplanade, Petone, Lower Hutt 5012

www.virtualmeeting.co.nz/pys26

Appointment of proxy
If you are entitled to vote at the meeting, you may appoint a proxy to attend
the meeting and vote on your behalf, unless specifically excluded. The
proxy need not also be a shareholder. If you wish, you may appoint “The
Chair of the Meeting” as your proxy or as alternative to your named proxy.
The Chair of the Meeting intends to vote all discretionary proxies in favour
of the relevant resolution.

Voting of your holding
Direct your proxy how to vote by making the appropriate election, either
online or on this Proxy Form, in respect of each resolution. If you return this
form without directing the proxy how to vote on any particular matter, the
proxy may vote as he/she thinks fit or abstain from voting. If you make more
than one election in respect of a resolution your vote will be invalid on that
resolution. If this Proxy Form is returned duly signed by a Shareholder with
voting instructions included, but without specifying a person that is
appointed as proxy, the Chair of the Meeting is deemed to be the proxy for
the purpose of that form, but only to vote to the extent of the voting
instructions provided.

Attending the meeting
If you plan to attend the meeting virtually, you can join via the MUFG
Pension & Market Services meeting platform at
www.virtualmeeting.co.nz/pys26. You will require your CSN/Holder Number
for verification purposes.

A corporation may appoint a person as its representative to attend and vote
at the Meeting in the same manner as that in which it could appoint a proxy.
That person need not also be a shareholder.

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

Joint Holding
Where the holding is in more than one name, at least one joint shareholder
should sign this form (on behalf of all joint shareholders). If different joint
shareholders purport to appoint different proxies, the vote of the proxy
appointed by the first named joint shareholder shall apply.

Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney under which it was signed (if not previously provided to
the Registrar), and a signed certificate of non-revocation of the power of
attorney must accompany this Proxy Form.

Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director
must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or
implied authority.



Online
https://nz.investorcentre.mpms.mufg.com/voting/PYS

Scan & email
meetings.nz@cm.mpms.mufg.com
Scan this QR code with
your smartphone and
vote online


Mail
Use the enclosed reply paid
envelope or address to:
MUFG Pension & Market Services
PO Box 91976
Auckland 1142
General Enquiries

Email
enquiries.nz@cm.mpms.mufg.com

Phone
+64 9 375 5998

Step 1 Appoint a Proxy / Corporate Representative

I/We being a shareholder/s of PaySauce Limited hereby appoint:

Name

or failing him/her:
Email Address

Name Email 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 (NZST) on Thursday, 24 September
2026, 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 – Voting Instructions

Instruct a proxy to vote by placing a tick in the relevant box. If you have appointed a proxy and want him/her to decide how to vote on the resolution, tick the
box “Proxy’s discretion”. Please note for each resolution you must tick one box.







Step 3 Shareholder Questions

Shareholders attending the Annual Shareholders’ Meeting virtually will have the opportunity to ask questions during the meeting. If you cannot attend the
Annual Shareholders’ Meeting 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 in the envelope enclosed. Questions will need to be submitted by 3:00pm (NZST) on Tuesday, 22 September 2026. The Board
will endeavour to address and answer questions at the Annual Shareholders’ Meeting.

Question:

Step 4 Signature of Shareholder(s) This section must be completed


Shareholder 1
or duly authorised officer or attorney

Shareholder 2
or duly authorised officer or attorney

Shareholder 3
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:


To consider and, if thought fit, pass the following ordinary resolutions:
FOR AGAINST ABSTAIN
PROXY
DISCRETION
1. Resolution A – That the Board is authorised to fix the fees and expenses of Grant Thornton
as the auditor of PaySauce.