OPTIMAL PAYMENTS PLC (incorporated in the Isle of Man with registered number C)

Transcription

1 NOTICE OF EXTRAORDINARY GENERAL MEETING OPTIMAL PAYMENTS PLC (incorporated in the Isle of Man with registered number C) Notice is hereby given that an Extraordinary General Meeting (the "General Meeting") of Optimal Payments plc (the Company ) will be held at 11:30 a.m. on 28 September 2015 at the offices of KPMG LLC, Heritage Court, 41 Athol St, Douglas, Isle of Man IM1 1LA for the purpose of considering, and if thought fit, passing the resolutions set out below as special resolutions. Resolution 1 THAT, in accordance with section 19 of the Isle of Man Companies Act 1931, the name of the Company be changed to "Paysafe Group plc" as set out in the Certificate of Approval of Change of Name issued by the Isle of Man Companies Registry on 10 June Resolution 2 THAT, conditional upon the admission to listing of the Company's ordinary shares to the premium segment of the Official List of the UK Listing Authority and admission to trading on London Stock Exchange plc's main market for listed securities, the memorandum of association and the articles of association contained in the document produced to the meeting, and signed by the Chairman of the meeting, be approved and adopted as the memorandum of association and articles of association of the Company in substitution for, and to the exclusion of, the current memorandum of association and articles of association of the Company. EXPLANATORY NOTES Resolution 1 relates to the Company changing its name to Paysafe Group plc. On 10 August 2015, NetInvest Limited, a wholly owned subsidiary of the Company, acquired Sentinel Topco Limited and its subsidiaries ("Skrill"). Paysafe is a brand used by Skrill. The Directors believe that the Company will benefit from using Paysafe as a unifying brand for its products and services and therefore that the Company's name should be changed to reflect this. Resolution 2 relates to the Company adopting an updated memorandum of association and amended articles of association. A summary of the principal changes from the current memorandum of association and articles of association is set out in Schedule A of this notice. A copy of the Company's existing memorandum of association and articles of association and the proposed new memorandum of association and articles of association marked to show all the changes will be available at Audax House, 6 Finch Road, Douglas, Isle of Man, IM1 2PT for inspection during normal business hours (excluding Saturdays, Sundays and bank holidays) until the general meeting is concluded or adjourned. The proposed new memorandum of association and articles of association will also be available for inspection at the general meeting at least 15 minutes prior to the start of the meeting and up until the close of the meeting. By order of the Board Tony Hunter Company Secretary 4 September 2015 Registered office: Audax House 6 Finch Road Douglas Isle of Man IM1 2PT

2 - 2 - NOTES TO THE NOTICE OF EXTRAORDINARY GENERAL MEETING 1. To be eligible to attend or vote at the General Meeting, a person or entity must be entered on the register of members not less than 48 hours prior to the General Meeting or, in the event that the General Meeting is adjourned, not less than 48 hours prior to the adjourned meeting. 2. A member of the Company who is entitled to attend and vote at the above General Meeting is entitled to appoint a proxy or proxies to attend, speak or vote on his, her or its behalf. A proxy need not be a member of the Company. Whether or not you propose to attend the General Meeting, you are requested to complete and submit a form of proxy in accordance with the instructions shown on it. The completion and submission of a proxy form does not preclude a member from attending, speaking or voting at the General Meeting. 3. To be valid, proxy forms must be deposited with the Company s Registrars, Capita Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF not later than 11:30 a.m. on 26 September 2015 or, in the event that the General Meeting is adjourned, not less than 48 hours prior to the adjourned meeting. 4. Proxy forms may also be submitted online through the website of the Registrars at by following the instructions provided. For an electronic proxy appointment to be valid, the appointment must be received by Capita Asset Services not later than 48 hours before the time of the General Meeting or, in the event that the General Meeting is adjourned, not less than 48 hours prior to the adjourned meeting. 5. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting to be held on 26 September 2015 at 11:30 a.m. and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider should refer to their CREST sponsors or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction ) must be properly authenticated in accordance with Euroclear UK & Ireland Limited s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Company s agent, Capita Asset Services Limited (CREST Participant ID: RA10), not later than 11:30 a.m. on 26 September For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the Company s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. CREST members and, where applicable, their CREST sponsor or voting service provider should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsor or voting service provider are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 18(4)(a) of the Uncertificated Securities Regulations 2005 of the Isle of Man. 6. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. In the event of a conflict between a blank proxy form and a proxy form which states the number of shares to which it applies, the specific proxy form shall be counted first, regardless of whether it was sent or received before or after the blank proxy form, and any remaining shares in respect of which you are the registered holder will be apportioned to the blank proxy form. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than

3 - 3 - one proxy, you should contact Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. 7. To direct your proxy how to vote on the resolutions mark the appropriate box on your proxy form with an X. To abstain from voting on a resolution, select the relevant Vote withheld box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the General Meeting. 8. In the case of a member which is a company, your proxy form must be executed under its common seal or signed on its behalf by a duly authorised officer of the Company or an attorney for the Company. 9. Any power of attorney or any other authority under which your proxy form is signed (or a duly certified copy of such power or authority) must be included with your proxy form. 10. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. 11. As at 1 September 2015 (being the latest practicable date prior to publication of this notice), the Company's issued share capital comprised of 474,841,663 ordinary shares. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 1 September 2015 was 474,841, A copy of this notice is available at

4 - 4 - SCHEDULE A Summary of the proposed changes to the Articles of Association and Memorandum of Association On 10 August 2015 NetInvest Limited, a wholly owned subsidiary of Optimal Payments plc (the "Company"), completed the acquisition (the "Acquisition") of Sentinel Topco Limited and its subsidiaries ( Skrill ). The Directors of the Company intend to seek admission to listing of its Ordinary Shares to the premium segment of the Official List of the UK Listing Authority and admission to trading on London Stock Exchange's main market for listed securities ("Admission"). As a premium listed company, the Company will be required to comply with additional regulations, including the UK Corporate Governance Code, the UK Listing Authority's Listing Rules and the UK Listing Authority's Disclosure and Transparency Rules. The Directors therefore consider that it is appropriate to amend the Company's articles of association ("Articles") in order to reflect these additional requirements and to update the Articles to reflect changes in corporate governance best practice. Set out below is a summary of the proposed changes to the memorandum of association ("Memorandum") and Articles of the Company. It is proposed that the new Memorandum and Articles will be considered at the Company's forthcoming EGM to be held on 28 September 2015 and, if approved by the shareholders, adopted conditional upon Admission occurring. 1. NAME CHANGE The Board has proposed a special resolution to change the name of the Company at the forthcoming EGM. If the special resolution passes, the name of the Company in clause 1 of the Memorandum and the definition of 'Company' in article 2 of the Articles will be updated to reflect this. 2. SHARES 2.1 Share capital The Company conducted a rights issue to fund the Acquisition and, in connection with that, the EGM held on 16 April 2015 approved an increase in the authorised share capital to 70,000 by the creation of 400,000,000 ordinary shares of each. Article 3.1 of the Articles and clause 5 of the Memorandum will be updated to reflect the increase. 2.2 Pre-emption rights Article 6.1 of the Articles will be amended to require the Company to pass a special resolution, as opposed to the current requirement of an ordinary resolution, in order to disapply pre-emption rights. 3. GENERAL MEETINGS 3.1 Quorum The required quorum for all general meetings, as set out in article 55.2 of the Articles, will be changed from three to two.

5 Rights of proxies The voting rights of a person appointed by proxy included in article 63 of the Articles shall be changed to also allow the proxy to vote on both a poll and a show of hands at a general meeting. In addition, article 71.7 of the Articles will be amended to give a proxy the right to speak at general meetings. 3.3 Chairman's casting vote The Chairman's casting vote at general meetings, as set out in article 62 of the Articles, shall be removed in order to provide equal treatment to shareholders. 4. NOTIFICATION OF INTERESTS IN SHARES The Company had included provisions in article 46 of the Articles to support its notification obligations under Rule 17 of the AIM Rules. As these are no longer relevant, the provisions will be removed. Provisions will be added providing details of the Company's right to issue a notice to any person whom it knows, or has reasonable cause to believe, to be interested in the Company's shares or to have been so interested at any time in the preceding three years. 5. DIRECTORS 5.1 Appointment Article 79 of the Articles will be amended to require the annual re-election of directors. This is a requirement of the UK Corporate Governance Code for a FTSE 350 company. Article 80 of the Articles will also therefore be amended to remove the current process of the directors retiring by rotation every three years. A controlling shareholder is defined as a person who exercises or controls on their own or together with any person with whom they are acting in concert, 30% or more of the votes rights of the company. While the Company does not currently have any controlling shareholders, as a precautionary measure article 76 of the Articles will be amended to include a provision to address the requirements placed on premium listed companies with controlling shareholders when appointing directors. 5.2 Remuneration The maximum aggregate remuneration for non-executive directors, as set out in article 85 of the Articles, will be increased to 2 million. 6. POWER TO BORROW MONEY Article or the Articles will be amended to increase the board's power to borrow money to three times the adjusted capital and reserves.