Worldpay Group plc Notice of Annual General Meetinginvestors.worldpay.com/~/media/Files/W/Worldpay-V2/annual-reports/... · be valuable in support of the Executive Directors in the

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you are advised to consult your stockbroker, solicitor, accountant, or other professional adviser. If you have sold or otherwise transferred all your shares in Worldpay Group plc (“the Company”) please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer for transmission to the person who now holds shares in the Company.

Whether or not you propose to attend the AGM, please complete and submit a Form of Proxy. Forms of Proxy must be received no later than 14.00 on 6 May 2016 at the offices of Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA or otherwise in accordance with the instructions found on pages 9 to 10 of this document.

Completion and return of a Form of Proxy will not prevent shareholders from attending the AGM and voting in person should they wish to do so.

Worldpay Group plcIncorporated and registered in England and Wales under company number 08762327

Notice of Annual General Meetingto be held at 14.00 on Tuesday 10 May 2016

at the offices of Allen & Overy LLP, 1 Bishops Square, London, E1 6AD

WPL0009_WorldPay_NOM_2015_DR04.indd 1 31/03/2016 15:00

Notice is hereby given that the 2016 Annual General Meeting of shareholders of the Company (the “AGM”) will be held at 14.00 on Tuesday 10 May 2016 at the offices of Allen & Overy LLP, 1 Bishops Square, London, E1 6AD. The business of the AGM will be to consider and, if thought fit, approve the following 18 resolutions, of which resolutions 1 to 16 (inclusive) will be proposed as ordinary resolutions and resolutions 17 to 18 (inclusive) will be proposed as special resolutions.

An ordinary resolution requires a simple majority i.e. more than 50% of votes cast relating to that resolution to be in favour of it for the resolution to be passed. A special resolution requires at least 75% of votes cast relating to that resolution to be in favour of it for the resolution to be passed.

The Board confirms that, in its opinion, all of the resolutions are in the best interests of the shareholders of the Company as a whole and unanimously recommends that shareholders vote in favour of them. The Directors intend to do so in respect of their own beneficial interests, except with regard to Resolutions 2 and 3 on the Report on Directors’ Remuneration on which they will not vote as interested parties and any Director in respect of his or her own (re-)election (Resolutions 6 to 14 inclusive).

ORDINARY RESOLUTIONSAnnual Report and Accounts1. TO receive the Annual Report and Accounts for the financial year ended 31 December 2015.

Remuneration Report2. TO approve the annual report on remuneration set out on pages 105 to 109 of the Annual Report and Accounts, for the financial

year ended 31 December 2015.

Note: The Companies Act 2006 (“2006 Act”) requires quoted companies to present a Directors’ Remuneration Report to shareholders for approval. This vote is advisory, and the Directors’ entitlement to remuneration is not conditional on it.

Remuneration Policy3. TO approve the Directors’ Remuneration Policy, the full text of which is contained on pages 97 to 104 of the Annual Report and

Accounts for the financial year ended 31 December 2015.

Note: The Directors’ Remuneration Policy (the “Policy”) sets out the Company’s forward looking policy on Directors’ remuneration, and under the 2006 Act and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) is subject to a binding vote by shareholders at least every three years. The Company intends the Policy, which can be found on pages 97 to 104 of the Annual Report and Accounts, to take effect immediately after the close of the AGM. Once the Policy comes in to effect, all payments by the Company to Directors and any former Directors must be made in accordance with the Policy (unless a payment has been separately approved by a shareholder resolution). If approved and if it remains unchanged, the Policy will be valid for up to three years without further shareholder approval being required. If the Company wishes to change the Policy within three years, it will need to put the revised policy to shareholders before it can implement the new policy. At the present time, the Company does not intend to seek shareholder approval to change the Policy prior to the 2019 AGM.

Auditors4. TO re-appoint KPMG LLP as auditors of the Company until the conclusion of the next AGM of the Company.

5. TO authorise the Directors on the advice of the Audit Committee to determine the remuneration of the auditors of the Company.

Note: The Board is proposing the re-appointment of KPMG LLP as the Company’s auditors, following the recommendation of the Audit Committee. KPMG have expressed their willingness to continue in office. Resolution 5 authorises the Directors on the advice of the Audit Committee to determine the auditors’ remuneration.

DirectorsNotes in relation to the re-election of the Directors:

(Re-)election of the Non-Executive DirectorsThe Board believes that each of the Non-Executive Directors standing for election or re-election continues to perform effectively and to demonstrate commitment to the role. The Board believes the varied and extensive experience of each of the Non-Executive Directors will be valuable in support of the Executive Directors in the execution and the further development of strategy. Each of the Non-Executive Directors standing for election or re-election has given assurance to the Board that they remain committed to their role and will ensure that they devote sufficient time to it, including attendance at Board and Committee meetings. The Board has determined that John Allan, Deanna Oppenheimer and Martin Scicluna remain independent. Through Ship Global 2 & Cy S.C.A, Advent International and Bain Capital remain large investors in the Group and, as entitled under the terms of the Relationship Agreement described on page 110 of the Annual Report and Accounts 2015, have appointed James Brocklebank and Robin Marshall respectively as Non-Executive Directors on the Board.

02Worldpay Group plcNotice of Annual General Meeting


Resolutions 6, 12 and 14 – (Re-)election of the Independent Non-Executive DirectorsAs explained on page 111 of the Annual Report and Accounts 2015, Ship Global 2 & Cy S.C.A. holds 41.97% of the Company’s issued share capital. Therefore, for the purposes of the Listing Rules, Ship Global 2 & Cy S.C.A. is regarded as a “Controlling Shareholder”, because it exercises or controls 30% or more of the votes able to be cast at general meetings of the Company. This impacts the Company’s process for approving the election of Deanna Oppenheimer (resolution 12) and the re-election of John Allan (resolution 6) and Martin Scicluna (resolution 14), who are the Directors determined by the Board to be independent for the purposes of the UK Corporate Governance Code (the “Independent Directors”), since, under the Listing Rules, such elections/re-elections must be approved both by (a) shareholders as a whole; and (b) those shareholders other than the Controlling Shareholder who are entitled to vote on the election of Directors (the “Independent Shareholders”).

Resolutions 6, 12 and 14 are proposed as ordinary resolutions, on which all shareholders may vote. However, in addition, the Company will separately count the votes cast on resolutions 6, 12 and 14 by Independent Shareholders and will calculate the proportion of such votes cast for and against the resolutions, in order to determine whether the election and re-elections have been approved by the Independent Shareholders.

Following the AGM, the Company will announce the results of ordinary resolutions 6, 12 and 14 as decided by shareholders as a whole and, in addition, will announce details of the votes of Independent Shareholders.

Additional information requirements in relation to the Independent Non-Executive Directors (resolutions 6, 12 and 14)In a situation where a listed company has a Controlling Shareholder, the Listing Rules require the Company to provide details of (i) any previous or existing relationship, transaction or arrangement between each Independent Director and the Company, its Directors, the Controlling Shareholder or any associate of a Controlling Shareholder; (ii) why the Company considers the proposed Independent Director will be an effective director; (iii) how the Company has determined that the proposed director is an Independent Director; and (iv) the process by which the Company has selected each Independent Director. These details are provided in Appendix 1 on page 8.

6. TO re-elect John Allan as a Director of the Company.

Note: John Allan is an Independent Non-Executive Director and is Chairman of the Remuneration Committee and a member of the Audit, Nomination and Risk Committees. John joined the Worldpay Group in July 2011 and was appointed to the Board of the Company in September 2015. John brings a wealth of executive management expertise in commercial and financial services sectors.

John is currently Chairman of Tesco plc, Barratt Developments plc and London First. John was Chairman of Dixons Retail from 2009 to 2014 and later Co-Deputy Chairman and Senior Independent Director of the enlarged Dixons Carphone until 2015. He was also previously Chairman of Care UK Health & Social Care and has been a Non-Executive Director of National Grid plc, the Royal Mail Group, the UK Home Office Supervisory Board, 3i Group plc, PHS Group plc, Wolseley plc, Hamleys plc and Connell plc. He was also a member of the supervisory boards of both Lufthansa AG and Deutsche Postbank and a Senior Advisor to Deutsche Bank. John has served as an Executive Director at BET plc and was Chief Financial Officer and a Board Member of Deutsche Post DHL following its acquisition of Exel plc in December 2005, where he had been Chief Executive since September 1994.

7. TO re-elect James Brocklebank as a Director of the Company.

Note: James Brocklebank is a Non-Executive Director (not independent) who joined the Worldpay Group in November 2010 and was appointed to the Board of the Company in November 2013. James Brocklebank has extensive financial services experience, including in investment banking and private equity, having served on the Board of directors of several regulated financial services businesses.

James joined Advent International in 1997 and has over 18 years of private equity experience. James co-heads Advent in Europe and is responsible for the European business and financial services sector team. He is also a member of the European Investment Advisory Committees, the North American Investment Committee and is a member of Advent’s global Executive Committee. He currently serves on the Boards of Nets (Denmark), ICBPI (Italy) and Advent International plc. Prior to Advent, James worked on international mergers and acquisitions in the London office of investment bank Baring Brothers and its affiliate Dillon, Read & Co. in New York.

8. TO re-elect Philip Jansen as a Director of the Company.

Note: Philip Jansen is Chief Executive Officer. He joined the Worldpay Group in this role in April 2013 and was appointed to the Board of the Company in July 2015. Philip has significant executive management expertise, as well as key strengths in international business transformation, change management and strategy development.

Philip was Chief Executive Officer of Brakes Group from July 2010 and later Chairman between April 2013 and October 2015. He remains a Senior Advisor to Brakes Group and to Bain Capital. Between 2009 and 2013, Philip was a Non-Executive Director of Travis Perkins. He was previously Group Chief Operating Officer and Chief Executive Officer, Europe, South Africa and India for Sodexo. Prior to that, he was Chief Operating Officer of MyTravel plc and Managing Director of Telewest Communications plc, after starting his career at Procter & Gamble.



9. TO re-elect Ron Kalifa as a Director of the Company.

Note: Ron Kalifa is Vice Chairman and Executive Director. He joined the Worldpay Group in August 2010 and was appointed to the Board of the Company in July 2015. Ron has significant executive leadership experience within the payments industry, and has developed key strengths in mergers and acquisitions and strategy development.

Ron was appointed as Vice Chairman and Executive Director of Worldpay Group in 2013, and was Chief Executive Officer of the business for over 10 years. Under Ron’s leadership, he acquired and successfully integrated a series of separate businesses from across ecommerce, risk management and acquiring to form one of the world’s leading providers of services to the merchant community. Prior to this Ron held various executive roles within RBS and NatWest. Ron is also a member of the Visa Europe Board, QIWI plc and UK Cards Association Ltd.

10. TO re-elect Robin Marshall as a Director of the Company.

Note: Robin Marshall is a Non-Executive Director (not independent) who joined the Worldpay Group in July 2010 and was appointed to the Board of the Company in November 2013. Robin has extensive business and management experience, as well as experience in strategic decision-making.

Robin joined Bain Capital in 2009, where he co-leads the European Business and Financial Services Sector team. Prior to joining Bain Capital, he was a Partner with 3i, where he was Managing Director of 3i’s UK business, before founding 3i’s US Private Equity Business in New York. Prior to his career in private equity, he was with Procter & Gamble and McKinsey & Company. Robin is currently a Board member of Nets (Denmark), ICBPI (Italy) and BPL.

11. TO re-elect Rick Medlock as a Director of the Company.

Note: Rick Medlock is Chief Financial Officer. He joined the Worldpay Group in April 2015 and was appointed to the Board of the Company in July 2015. Rick has extensive expertise and thirty years experience in the financial management of large international technology companies.

Rick is a qualified chartered accountant. Prior to joining Worldpay, Rick was Chief Financial Officer of Misys. From 2004 to December 2013, Rick was Chief Financial Officer of Inmarsat plc and between 1996 and 2004 he served as Chief Financial Officer and Company Secretary of NDS Group plc. The early part of his career was spent in a variety of roles as Chief Financial Officer of a number of private equity backed technology companies in the UK and the US.

12. TO elect Deanna Oppenheimer as a Director of the Company.

Note: Deanna Oppenheimer is an Independent Non-Executive Director and is Chair of the Risk Committee and a member of the Remuneration Committee. Deanna was appointed to the Board of the Company in January 2016. Deanna has extensive knowledge and experience in retail banking and financial services as well as significant leadership skills.

Deanna is founder of CameoWorks LLC, a retail and financial services advisory firm. Deanna currently holds Non-Executive Director roles on the Boards of Tesco plc, Tesco Bank, NCR Corporation, AXA Group, the Joshua Green Corporation, and Brooks Sports. Additionally, she is a senior advisor to Bain & Company. Previously, she served in a number of roles at Barclays plc, first as Chief Executive of UK Retail and Business Banking and then as Vice Chair of Global Retail Banking. Prior to Barclays, Deanna worked from 1985 to 2005 at Washington Mutual, Inc. where she was Marketing Director and, later, President of Consumer Banking, helping transform the lender from a regional to a national player.

13. TO re-elect Sir Michael Rake as a Director of the Company.

Note: Sir Michael Rake was appointed as Chairman of the Board of the Company in September 2015. Sir Michael is Chairman of the Nomination Committee and a member of the Audit Committee. As disclosed in the Governance Report on page 87 of the Annual Report and Accounts, Sir Michael was independent on appointment as Chairman of the Company and so his membership of the Audit Committee is permitted by Provision C.3.1 of the UK Corporate Governance Code 2014. Sir Michael brings to the Board extensive financial and commercial expertise, as well as significant experience in capital markets, technology and digital products.



Sir Michael is currently Chairman of BT Group plc, Majid Al Futtaim Holdings LLC, a Blueprint for Better Business and the International Chamber of Commerce UK and is a director of McGraw Hill Finance Inc. Sir Michael was President of the Confederation of British Industry from 2013 to 2015; a member of the Prime Minister’s Business Advisory Group from 2010 to 2015; Non-Executive Director of Barclays plc between 2008 and 2015 (being Deputy Chairman from 2012); Chairman of the private equity oversight group the Guidelines Monitoring Committee from 2008 to 2013; Chairman of easyJet plc from 2010 to 2013; the first Chairman of the UK Commission for Employment and Skills from 2007 to 2010. He was a Director of the Financial Reporting Council from 2008 to 2011 and Chairman of Business in the Community from 2004 to 2007. Sir Michael also had a long and extensive career with KPMG, culminating in his appointment as International Chairman between 2002 and 2007.

14. TO re-elect Martin Scicluna as a Director of the Company.

Note: Martin Scicluna joined the Worldpay Group as an Independent Non-Executive Director in October 2013 and was appointed to the Board of the Company as Senior Independent Director in September 2015. Martin is Chairman of the Audit Committee and member of the Risk, Nomination and Remuneration Committees. Martin has deep knowledge of auditing and associated regulatory issues.

He is currently Chairman of the RSA Insurance Group plc and Great Portland Estates plc. He served as a Non-Executive Director and Chairman of the Audit Committee of Lloyds Banking Group from 2008 to 2013 and was a member of the Financial Services Trade and Investment Board from 2013 to 2015. Prior to this, he was Chairman of Deloitte LLP in the UK for 12 years to May 2007, having been a member of the Deloitte Board from 1990 to 2007. He also has international experience as a member of the Board of Directors of Deloitte Touche Tohmatsu for nine years. Additionally, he was Audit Partner at Deloitte for 26 years and has experience in serving Boards and Audit Committees of FTSE 100 companies as Lead Partner.

Political donations15. THAT, in accordance with section 366 of the Companies Act 2006, the Company and all companies that are subsidiaries of the

Company at any time during the period for which this resolution is effective be and are hereby authorised to:

a) make political donations to political parties and/or independent election candidates, not exceeding £100,000 in total;

b) make donations to political organisations other than political parties, not exceeding £100,000 in total; and

c) incur political expenditure, not exceeding £100,000 in total;

provided that the aggregate amount of any such donations and expenditure incurred by the Company and its subsidiaries shall not exceed £100,000 during the period commencing on the date of the passing of this resolution and ending at the conclusion of the Company’s AGM to be held in 2017 or, if earlier, at the close of business on 30 June 2017.

For the purpose of this resolution the terms “political donations”, “political parties”, “independent election candidates”, “political organisations” and “political expenditure” have the meanings set out in sections 363 to 365 of the Companies Act 2006.

Note: Part 14 of the Companies Act 2006, amongst other things, prohibits the Company and its subsidiaries from making EU political donations or from incurring political expenditure in respect of a political party or other political organisation or an independent election candidate unless authorised by the Company’s shareholders. Aggregate donations made by the Group of £5,000 or less in any 12-month period will not be caught.

Neither the Company nor any of its subsidiaries has any intention of making any political donations or incurring any political expenditure. However, the Companies Act 2006 defines “political party”, “political organisation”, “political donation” and “political expenditure” widely. For example, bodies, such as those concerned with policy review and law reform or with the representation of the business community or sections of it, which the Company and/or its subsidiaries may see benefit in supporting, may be caught.

Accordingly, the Company wishes to ensure that neither it nor its subsidiaries inadvertently commits any breaches of the Companies Act 2006 through the undertaking of routine activities, which would not normally be considered to result in the making of political donations and political expenditure being incurred. The maximum aggregate amount covered by the authority is £100,000.

As permitted under the Companies Act 2006, the resolution covers the Company and extends to all companies which are subsidiaries of the Company at any time the authority is in place. The proposed authority will expire at the next AGM of the Company or, if earlier, at close of business on 30 June 2017.



Directors’ authority to allot16. THAT:(a) the Directors be authorised to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares

in the Company:

(i) in accordance with article 8 of the Company’s articles of association, up to a maximum nominal amount of £20,000,000.00 (such amount to be reduced by the nominal amount of any equity securities (as defined in article 9 of the Company’s articles of association) allotted under paragraph (ii) below in excess of £20,000,000.00); and

(ii) comprising equity securities (as defined in article 9 of the Company’s articles of association) up to a maximum nominal amount of £40,000,000.00 (such amount to be reduced by any shares allotted or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue (as defined in article 9 of the Company’s articles of association);

(b) this authority shall expire at the conclusion of the next AGM of the Company after the passing of this resolution, or, if earlier, at the close of business on 30 June 2017; and

(c) all previous unutilised authorities under section 551 of the Companies Act 2006 shall cease to have effect (save to the extent that the same are exercisable pursuant to section 551(7) of the Companies Act 2006 by reason of any offer or agreement made prior to the date of this resolution, which would or might require shares to be allotted or rights to be granted on or after that date).

Note: At the general meeting held in October 2015, shareholders authorised the Directors, under section 551 of the Companies Act 2006, to allot shares without the prior consent of shareholders for a period expiring at the conclusion of the AGM to be held in 2016 or, if earlier, at the close of business on 30 June 2016. It is proposed to renew this authority and to authorise the Directors to allot shares or grant rights to subscribe for or convert any security into shares in the Company for a period expiring no later than 30 June 2017.

Paragraph (a)(i) of the resolution will allow the Directors to allot shares up to a maximum nominal amount of £20,000,000.00 representing one-third of the Company’s existing issued ordinary share capital and calculated as at 31 March 2016 (being the latest practicable date prior to publication of this circular). In accordance with institutional guidelines issued by The Investment Association, paragraph (a)(ii) of the resolution will allow Directors to allot, including the shares referred to in paragraph (a)(i), further of the Company’s shares in connection with a pre-emptive offer by way of a rights issue up to a maximum nominal amount of £40,000,000.00, representing two-thirds of the Company’s existing issued ordinary share capital and calculated as at 31 March 2016 (being the latest practicable date prior to publication of this circular).

The Directors have no present intention of exercising this authority. However, if they do exercise the authority, the Directors intend to follow best practice as regards its use, as recommended by The Investment Association.

As at 31 March 2016, the Company did not hold any shares in treasury.

Resolution 16 will be proposed as an ordinary resolution to renew this authority until the conclusion of the next AGM or, if earlier, the close of business on 30 June 2017.

SPECIAL RESOLUTIONS Disapplication of pre-emption rights17. THAT:

(a) in accordance with article 9 of the Company’s articles of association, the Directors be given power to allot equity securities for cash;

(b) the power under paragraph (a) above (other than in connection with a rights issue, as defined in article 9(b)(ii) of the Company’s articles of association) shall be limited to the allotment of equity securities having a nominal amount not exceeding in aggregate £6,000,000.00;

(c) this authority shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, at the close of business on 30 June 2017; and



(d) all previous unutilised authorities under sections 570 and 573 of the Companies Act 2006 shall cease to have effect. Note: Also at the general meeting held in October 2015, a special resolution was passed, under sections 570 to 573 of the Companies Act 2006, empowering the Directors to allot equity securities for cash without first being required to offer such shares to existing shareholders. It is proposed that this authority also be renewed in accordance with the latest institutional shareholder guidelines. If approved, the resolution will authorise the Directors, in accordance with the articles of association, to issue shares in connection with a rights issue or other pre-emptive offer and otherwise to issue shares for cash up to a maximum nominal amount of £6,000,000.00, which includes the sale on a non pre-emptive basis of any shares the Company holds in treasury for cash. The £6,000,000.00 maximum nominal amount of equity securities to which this authority relates represents approximately 10% of the issued ordinary share capital of the Company, as at 31 March 2016 (being the latest practicable date prior to publication of this circular).

The Directors intend to adhere to the provisions in the Pre-Emption Group’s Statement of Principles, as updated in March 2015, and not to allot shares for cash on a non pre-emptive basis pursuant to the authority in this resolution:

(i) in excess of an amount equal to 5% of the total issued ordinary share capital of the Company; or

(ii) in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company within a rolling three-year period, without prior consultation with shareholders,

in each case other than in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

Resolution 17 will be proposed as a special resolution to renew this authority until the conclusion of the next AGM or, if earlier, the close of business on 30 June 2017.

Notice period for general meetings18. THAT a general meeting (other than an AGM) may be called on not less than 14 clear days’ notice.

Note: The notice period required by the Companies Act 2006 for general meetings of the Company is 21 days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. AGMs must always be held on at least 21 clear days’ notice. The authority granted by this resolution, if passed, will be effective until the Company’s next AGM, when it is intended that a similar resolution will be proposed. In order to be able to call a general meeting on less than 21 clear days’ notice, the Company must make a means of electronic voting available to all shareholders for that meeting. The flexibility offered by this resolution will be used where, taking into account the circumstances and noting the recommendations of the UK Corporate Governance Code 2014 (with which the Company would intend to comply), the Directors consider this appropriate in relation to the business to be considered at the meeting and in the interests of the Company and shareholders as a whole.

By order of the Board

Derek WoodwardGroup Company Secretary 1 April 2016

Registered office:Worldpay Group plcThe Walbrook Building25 WalbrookLondonEC4N 8AF



Appendix 1 - Additional information requirements in relation to the Independent Non-Executive Directors (resolutions 6, 12 and 14)In a situation where a listed company has a Controlling Shareholder, the Listing Rules require the Company to provide details of (i) any previous or existing relationship, transaction or arrangement between each Independent Director and the Company, its Directors, the Controlling Shareholder or any associate of a Controlling Shareholder; (ii) why the Company considers the proposed Independent Director will be an effective director; (iii) how the Company has determined that the proposed director is an Independent Director; and (iv) the process by which the Company has selected each Independent Director. These details are provided below.

(i) Relationships, Transactions or ArrangementsThe Company has received confirmation from each of the Independent Directors that, except as disclosed below, there is no existing or previous relationship, transaction or arrangement that he or she has or has had with the Company, its Directors, the Controlling Shareholder or any associate of the Controlling Shareholder.

John Allan and Deanna Oppenheimer currently hold the positions of Chairman and Independent Non-Executive Director at Tesco plc; and previously, Deanna Oppenheimer was a senior executive of Barclays plc where Sir Michael Rake was an Independent Non-Executive Director and subsequently Deputy Chairman.

Also, in connection with the reorganisation that took place prior to the IPO, John Allan and Martin Scicluna waived their respective entitlements to any interest in Contingent Value Rights (“CVRs”) a separate class of shares in the Company. In order to recognise the obligations and responsibilities associated with their role as Independent Non-Executive Directors, John Allan and Martin Scicluna received one-off payments from AB JV Global Sa’rl (the then ultimate parent company of the Company) of £1.9m and £365,000 respectively. At the time they were made, these lump sum payments were not referable to the potential value of the CVRs, which did not have any value for accounting purposes. 50% of the after-tax proceeds from these lump sum payments were reinvested in ordinary shares, in respect of which they have entered into a 365-day lock-up agreement with the Company and the Underwriters to the IPO.

(ii) EffectivenessThe Independent Non-Executive Directors have a wealth of commercial, financial services, financial and regulatory experience, which will be valuable in support of the Executive Directors in the execution and further development of strategy. The Board believes that each of the Independent Non-Executive Directors continues to perform effectively.

(iii) IndependenceAt its meeting in March 2016, the Board assessed the independence of John Allan, Deanna Oppenheimer and Martin Scicluna and determined that each of them is independent in character and judgement and the matters disclosed in (i) above have not restricted or impaired his or her effectiveness and independence.

(iv) The process by which the Company has selected each Independent DirectorJohn Allan and Martin Scicluna were Independent Non-Executive Chairman and Independent Non-Executive Director respectively of Worldpay prior to its IPO in October 2015. Prior to the IPO, they were considered to possess the skills, experience, independence and knowledge of the Group that were required by the Board and were appointed Independent Non-Executive Directors of Worldpay Group plc. Prior to the appointment to the Board of Deanna Oppenheimer as an Independent Non-Executive Director on 1 January 2016, the Nomination Committee engaged international search and selection firms Spencer Stuart and the Zygos Partnership to identify a range of suitable candidates. The international search and selection firms were briefed on the attributes required of suitable candidates and, following interviews conducted by the Chairman and other members of the Nomination Committee, the appointment was made on merit against the objective criteria set out by the Committee.



Notes:1. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the

AGM. A proxy need not be a shareholder of the Company. A shareholder may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. To appoint more than one proxy please follow the instructions set out in the Form of Proxy. If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact Equiniti either on 0371 384 2030 from the UK or +44 121 415 7047 from overseas, or in writing to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

2. To be valid, the Form of Proxy (together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority) must be received by the Company’s proxy processing agent Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, by no later than 14.00 on Friday 6 May 2016.

3. If you would like to submit your Form of Proxy electronically, you may do so via the website of our registrars, Equiniti, at www.sharevote.co.uk. You will need your Voting ID, Task ID and Shareholder Reference Number, which can be found on the Form of Proxy sent to you.

4. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior).

5. If you submit more than one valid proxy appointment, in respect of the same share, the appointment received last prior to the deadline for the receipt of proxies will take precedence.

6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so 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) service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

7. In order for a proxy appointment or instruction made using the CREST service 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 instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Equiniti (ID number RA19) by 14.00 on Friday 6 May 2016. 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 Equiniti is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

8. CREST members and, where applicable, their CREST sponsors, or voting service providers, should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Therefore, normal system timings and limitations will 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(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) 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 sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

9. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

10. The return of a completed Form of Proxy or any CREST Proxy Instruction will not prevent a shareholder attending the AGM and voting in person if he/she wishes to do so. You must inform Equiniti in writing of any termination of the authority of a proxy.

11. Only those shareholders included in the register of members as at 18.00 on 6 May 2016 or, in the event that the AGM is adjourned, in the register of members 48 hours before the time of the adjourned AGM, shall be entitled to attend and vote at the meeting (or any adjourned meeting) in respect of the number of shares registered in their name at that time. Changes to the register of members after 18.00 on 6 May 2016 or, in the event that the AGM is adjourned, in the register of members 48 hours before the time of the adjourned AGM, shall be disregarded in determining the rights of any person to attend or vote at the AGM (or the adjourned AGM).



12. Any corporation which is a shareholder may appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder, as if the corporation were an individual shareholder, provided that they do not do so in relation to the same shares.

13. A person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of the rights of members in relation to the appointment of proxies in paragraphs 1, 2, and 3 above does not apply to a Nominated Person. The rights described in these paragraphs can only be exercised by registered members of the Company. Nominated Persons are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investments in the Company.

14. Voting on each resolution will be conducted by way of a poll rather than on a show of hands. The Company believes that a poll is more representative of the shareholders’ voting intentions because shareholder votes are counted according to the number of shares held and all votes tendered are taken into account. The results of the poll will be announced to the London Stock Exchange and will be made available on the Company’s website at www.worldpay.com as soon as practicable following the conclusion of the AGM.

15. Any electronic address provided in this or any other related document (including the Form of Proxy) may not be used to communicate with the Company for any purposes other than those expressly stated.

16. A copy of the service contracts of Executive Directors and the letters of appointment of Non-Executive Directors are available for inspection during normal business hours on any weekday (excluding public holidays) at the Company’s registered office, The Walbrook Building, 25 Walbrook, London, EC4N 8AF. They will also be available at the AGM venue, 15 minutes prior to the start of the AGM until its conclusion.

17. The total issued share capital of the Company as at 31 March 2016, being the latest practicable date prior to publication of this Notice, is 2,000,000,000 ordinary shares, none of which are held in treasury. Therefore, the total number of voting rights in the Company as at the date of this Notice is 2,000,000,000.

18. A copy of this Notice, the Company’s Annual Report and other shareholder documents including information required by Section 311A of the Companies Act 2006 can be found on the Company’s website at http://investors.worldpay.com.

19. Any member attending the meeting has a right to ask questions. The Company must provide an answer to any such questions relating to the business being dealt with at the meeting but no such answer need be given if (i) to do so would interfere unduly with the preparation for the meeting or involve disclosure of confidential information, (ii) the answer has already been given on a website in the form of an answer to a question, or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

20. Under section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the members requesting such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006, and it must forward the statement to the Company’s auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on its website.



Notes relating to your shareholding: It is your responsibility to notify the Company via Shareview or to Equiniti directly of any change to your name, address, e-mail address, or other contact details, as appropriate.

If you are not resident in the United Kingdom it is your responsibility to ensure that you may validly receive shareholder documents electronically, either generally or in relation to any particular document, without the COmpany or Equiniti being required to comply with any governmental or regulatory procedures or any similar formalities. The Company may deny electronic access to documents relating to certain corporate actions in respect of those shareholders whom it believes are resident in jurisdictions where it is advised that to provide such access would or may be a breach of any legal or regulatory requirements.

The Company reserves the right, irrespective of your election, to revert to sending paper documentation, by post, whenever it considers it necessary or desirable to do so.



Allen and Overy LLP

Address1 Bishops SquareLondonE1 6AD

How to get there:

By footBishops Square is within easy walking distance from Liverpool Street Station. Walk northwards up Bishopsgate and turn right into Brushfield Street. You will see an open square with trees and a white tented structure. Walk past the tented structure and take any of the three entrances to our office.

By public transportThe nearest station is Liverpool Street, which is served by national rail services and four tube lines. Other nearby stations are Shoreditch High Street, Aldgate East and Aldgate.

By taxiAsk your taxi driver to drop you off in Spital Square, just off Bishopsgate.



Documents

Worldpay Group plc Notice of Annual General Meetinginvestors.worldpay.com/~/media/Files/W/Worldpay-V2/annual-reports/... · be valuable in support of the Executive Directors in the