General Meeting Revised Arrangements

PCI-PAL PLC

GENERAL MEETING CONVENED FOR 17 APRIL 2020

REVISED ARRANGEMENTS

THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

•           Attendance in person at the general meeting is no longer possible

•           Shareholders to vote in advance by proxy

On 27 March 2020, PCI-PAL plc (the "Company") announced a conditional placing to raise gross proceeds of approximately £5 million through the issue of 16,666,667 new ordinary shares of £0.01 each in the capital of the Company (the "Placing Shares").  Admission of the Placing Shares to trading on AIM ("Admission") is conditional upon (amongst other things) shareholder approval at the general meeting of the Company to be held at the offices of the Company at 7 Gamma Terrace, Ransomes Europark, Ipswich, Suffolk IP3 9FF at 11a.m. on 17 April 2020 (the "General Meeting").  A circular (the "Circular"), together with the notice convening the General Meeting (the "Notice"), was posted to shareholders on 30 March 2020. 

IMPORTANT UPDATE ON THE GENERAL MEETING

As announced on 27 March and in the Circular, the directors of the Company are closely monitoring all developments relating to COVID 19 including the measures mandated by the UK Government regarding public health, public gatherings and travel.  At present, there is a legal prohibition on public gatherings of more than two people, subject to two limited exceptions, namely, where the gathering is of a group of people who live together and where the gathering is essential for work purposes or to fulfil legal obligations.

Based on recent guidance published by The Chartered Governance Institute and reviewed by the UK Department for Business, Energy and Industrial Strategy, the directors of the Company understand that attendance at the meeting would not be considered "essential for work purposes" or required to fulfil legal obligations. As a consequence, and unless the legal restrictions of public gatherings are lifted ahead of the General Meeting, the directors of the Company are implementing the following revised arrangements for the General Meeting.

Revised arrangements 

The General Meeting will now be convened with the minimum quorum of shareholders present in order to conduct the business of the meeting. Two directors will be present in person to constitute a quorum, but otherwise shareholders will not be admitted to the General Meeting in person and any other shareholder attending the venue will be denied entry.  Although this outcome is undesirable, the directors of the Company believe that, in the current circumstances, there is no alternative to ensure the health, safety and security of attendees and to allow the business of the General Meeting to be transacted.

 At the General Meeting, the resolutions will be put to a vote on a poll in order to ensure that proxy votes are recognised.  The results of the votes on the proposed resolutions will be announced, as soon as practicable, after the conclusion of the General Meeting. 

In the 27 March announcement and the Circular, the Company indicated that it was investigating whether it could set up a live stream of the event.  In view of the limited nature of the business of the meeting, it is not now proposed to facilitate a live stream.

Even in these exceptional circumstances, the directors of the Company are keen to maintain engagement with shareholders.  Accordingly, if you have questions in connection with the business of the General Meeting, you may submit them to the Company using the email address [email protected].

Voting by proxy and not in person

As physical attendance at the General Meeting will not be lawful, shareholders who wish to register their votes on the resolutions to be put to the General Meeting should do so by completing and signing the proxy form that accompanied the Notice of General Meeting as soon as possible in accordance with the instructions printed on the proxy form (or otherwise validly submitting a proxy form in accordance with the instructions set out in the notes to the Notice of General meeting and the instructions printed on the proxy form). 

You are advised to appoint the chairman of the meeting to ensure that your vote is counted.  Any other named proxy will not be allowed to enter the meeting.  

Please return / submit your proxy forms as soon as possible and in any event prior to 11.00 a.m. on 15 April 2020 or not less than 48 hours before the time of any adjourned meeting.   Further information can be found on pages 16 and 17 of the Circular.  The Circular (including the Notice) can be found on line at https://www.pcipal.com/en/corporate-governance/#meetings.

Shareholders who have general queries about the General Meeting or need additional proxy forms should call Link Asset Services on +44 (0)371 664 0321. Calls outside the United Kingdom will be charged at the applicable international rate). Lines are open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales (no other methods of communication will be accepted). Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.  The form of proxy can also be downloaded on the Company's website at https://www.pcipal.com/wp-content/uploads/2020/03/Proxy-Form-for-General-Meeting.pdf.

Shareholders should note that the situation continues to evolve and further announcements may be made through a regulatory information service and on the Company's website at www.pcipal.com.

For further information, please contact:

About PCI Pal:

PCI Pal is a provider of secure payment solutions for contact centres and businesses taking Cardholder Not Present (CNP) payments. PCI Pal's globally accessible cloud platform empowers organisations to take payments securely without bringing their environments into scope of PCI DSS and other card payment data security rules and regulations.

With the entire product portfolio served from PCI Pal's cloud environment, integrations with existing telephony, payment, and desktop environments are light-touch, ensuring no degradation of service while achieving security and compliance.

PCI Pal has offices in London, Ipswich (UK) and Charlotte NC (USA).