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Why become a Guarantor

Becoming a Guarantor provides an opportunity to hold our board accountable, and assist us in achieving our vision of becoming the country’s leading retail payments authority. The Guarantor community meets throughout the year – virtually, or in person where appropriate – in an ongoing programme of events and, as a group, has the power to provide valuable input regarding our work to transform the way that payments are delivered in the UK.

Subject to the Articles, and in accordance with the Companies Act 2006, Guarantors will be able to exercise rights afforded to a member of a company limited by guarantee. These include:

The right to attend and vote at Annual and Extraordinary General Meetings

From time to time to vote on ordinary or special resolutions which require their approval

To act collectively to monitor and amend Pay.UK’s Articles

To confirm or reject the reappointment of individual members of Pay.UK’s Board as they appear for reappointment

To propose candidates to the Nomination Committee, for prospective Pay.UK Board Directors

To confirm the appointment of Pay.UK’s auditors.

In addition, Guarantors will have the opportunity to:

Attend one-to-one or small group meetings with the Senior Independent Non-Executive Director as the appointed Guarantor liaison point for the board (a function that we consider to be the equivalent to that of investor relations in a public limited company)

Participate in Pay.UK’s ongoing programme of Guarantor relations

Receive periodic communications updating Guarantors on the progress of Pay.UK.

The liability of each Guarantor is limited to £1. This is the amount that a Guarantor undertakes to contribute to the assets of the company (for payment of certain of the company’s debts and liabilities and other costs, charges and expenses) in the event of Pay.UK being wound up. This liability lasts while that institution is a Guarantor, or within one year after it ceases to be a Guarantor. If a solvent winding up of Pay.UK occurs, its assets will be transferred to another body with similar purposes to Pay.UK, as determined by the Guarantors at the time of the winding up.

Pay.UK will not distribute any of its deferred income, accumulated reserves or “profits” to its Guarantors. All accumulated reserves will be reinvested in the company to support meeting Pay.UK’s purpose and strategic objectives. Whilst Pay.UK refines and iterates its long-term pricing and funding model we have made assurances that whichever model is ultimately developed will have no impact on the level of a Guarantor’s liability or future contribution.

Voting rights

To be passed, ordinary resolutions require more than 50 per cent of the votes cast and special resolutions require not less than 75 per cent of the votes cast. Votes are based on a one vote per Guarantor basis, unless Guarantors are part of a “Corporate Group” in which case fellow group members will have one vote in aggregate.

By “Corporate Group” we mean all parent and subsidiary undertakings of the Guarantor and all subsidiary undertakings of its parent undertaking(s), except if an entity has, for the purposes of statute or regulation, been structurally separated in such a way that ringfenced and non-ringfenced entities have independent governance processes in their decision-making vis-a-vis Pay.UK, that entity may apply to the board to be considered to have a separate vote. In these circumstances the board will base its decision on whether the entity has a legitimate interest in the payment systems Pay.UK operates.

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