Paysafe : Notice of 2024 Annual General Meeting of Shareholdersof Paysafe Limited to be held on May 23, 2024 - Form 6-K

April 12, 2024 at 04:27 pm EDT

Notice of 2024 Annual General Meeting of Shareholders
of Paysafe Limited to be held on May 23, 2024

TO OUR SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the 2024 Annual General Meeting of Shareholders of Paysafe Limited, an exempted limited company incorporated under the laws of Bermuda ("we," "our," "us," or the "Company") will be held over video conference link (as permitted by bye-law 53 of our further amended and restated bye-laws ("Bye-laws")) at www.proxydocs.com/PSFE 10:30 a.m. (ET) on Thursday, May 23, 2024. Eligible shareholders can attend the Annual General Meeting by entering the control number found on their Notice of Online Availability of Proxy Materials ("Proxy Materials Notice"), proxy card or voting instructions. Please note you must register to attend the meeting online and/or participate no later than 5.00 p.m. (ET) on Wednesday, May 22, 2024 at www.proxydocs.com/PSFE. The 2024 Annual General Meeting of Shareholders of the Company, including any postponement or adjournment(s) thereof (the "2024 AGM") will be held for the below purposes. At the 2024 AGM, eligible shareholders will be asked to consider and if thought fit, to approve:

To approve the re-election of Mr. Daniel Henson as a Class III director in accordance with our Bye-laws;

To approve the re-election of Mr. Anthony Jabbour as a Class III director in accordance with our Bye-laws;

To approve the re-election of Mr. Eli Nagler as a Class III director in accordance with our Bye-laws;

To approve the re-election of Mr. Peter Rutland as a Class III director in accordance with our Bye-laws; and

To approve the re-appointment of Deloitte & Touche LLP, an independent registered public accounting firm, to act as our independent auditors for the fiscal year ending December 31, 2024 and to authorize our Board of Directors, acting through our Audit Committee, to fix the remuneration of our independent auditors for the fiscal year ending December 31, 2024.

To transact such other business as may properly be brought before the 2024 AGM (including any postponement or adjournment(s) thereof).

Additionally, the annual audited financial statements of the Company for the fiscal period ending December 31, 2023 will be laid before members at the 2024 AGM, in accordance with the applicable provisions of the Companies Act 1981 (as amended) (the "Act").

The Board of Directors of the Company ("Board") has fixed the record date for the purposes of determining shareholders eligible to attend and vote at the 2024 AGM as being close of business (ET) on April 1, 2024 ("Record Date"). Only shareholders of record, whose details appear on our register of members on the Record Date are entitled to receive notice of and to vote at the 2024 AGM (including any postponement or adjournment(s) thereof).

Whether or not you plan to attend the 2024 AGM, in order to ensure that your shares will be voted in accordance with your wishes and that the 2024 AGM is quorate, please promptly complete and submit your proxy card. You can submit your proxy card to vote your shares by mail, electronically over the internet, or by telephone, as provided in the instructions set forth on the proxy card. Following submission of your signed proxy card, you may revoke it at any time before the 2024 AGM by: (i) delivering to the Secretary of the Company at Paysafe Limited, 2 Gresham Street, London, United Kingdom EC2V 7AD, a written statement revoking such proxy, (ii) executing and delivering a later-dated proxy, or (iii) attending and voting in person at the 2024 AGM.

Important Notice Regarding the Availability of Proxy Materials for the 2024 AGM to be held on May 23, 2024. The Company's proxy materials for the 2024 AGM, including this notice, the accompanying proxy statement and the accompanying form of proxy card, along with the Company's 2023 Annual Report to Shareholders, are available for view and to download at www.proxydocs.com/PSFE.

By Order of the Board of Directors,

Charlotte Anderson, Secretary

London, UK

April 12, 2024

Proxy statement 2024 Annual General Meeting of
Shareholders of Paysafe Limited to be held May 23, 2024

This Proxy Statement is being furnished in connection with the solicitation on behalf of the Board of Directors ("Board") of Paysafe Limited, an exempted limited company incorporated under the laws of Bermuda ("we," "our," "us," or the "Company") of proxies to be voted at the 2024 Annual General Meeting of Shareholders ("2024 AGM") to be held over video conference link (as permitted by bye-law 53 of our further amended and restated bye-laws ("Bye-laws")) at www.proxydocs.com/PSFE 10:30 a.m. (ET) on Thursday, May 23, 2024, including any postponement or adjournment(s) thereof. Please note you must register to attend the meeting online and/or participate no later than 5:00pm (ET) on Wednesday, May 22, 2024 at www.proxydocs.com/PSFE. The 2024 AGM will be held for the purposes set forth in the accompanying Notice of 2024 Annual General Meeting of Shareholders of Paysafe Limited ("Notice") and as more specifically described in this Proxy Statement. This Proxy Statement, the accompanying Notice, approved form of proxy card and our 2023 Annual Report to Shareholders are being made available to shareholders as permitted by Bye-law 126 on or about April 12, 2024. These proxy materials are also available for viewing at and may be downloaded from www.proxydocs.com/PSFE.

The Board has fixed the record date for the purposes of determining shareholders eligible to attend and vote at the 2024 AGM as being close of business (ET) on April 1, 2024 ("Record Date"). Only holders of record ("Shareholders") of our common shares, $0.012 par value per share ("Common Shares") on the Record Date are entitled to receive notice of and to vote at the 2024 AGM (including any postponement or adjournment(s) thereof). Each Shareholder is entitled to one vote on each matter to be voted upon by the Shareholders at the 2024 AGM for each Common Share held by such Shareholder. On the Record Date, there were 60,839,539 Common Shares issued and outstanding that are entitled to vote.

At the 2024 AGM, two or more Shareholders present in person at the start of the 2024 AGM and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company shall form a quorum for the transaction of business at the 2024 AGM.

Adoption of proposals one, two, three, and four as set forth in the accompanying Notice and as more specifically described in this Proxy Statement requires the plurality vote of a majority of the votes cast at the 2024 AGM, in accordance with Bye-law 59. Adoption of proposal five as set forth in the accompanying Notice and as more specifically described in this Proxy Statement requires the approval of a simple majority of the votes cast at the 2024 AGM, also in accordance with Bye-law 59.

Solicitation and Revocation

PROXY CARDS IN THE FORM ENCLOSED WITH THIS PROXY STATEMENT ARE BEING SOLICITED ON BEHALF OF OUR BOARD OF DIRECTORS ("BOARD"). OUR BOARD HAS DESIGNATED EACH OF THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY CARD AS A PROXY. Each person designated as a proxy serves as an executive officer of the Company.

Each Common Share represented by a properly executed proxy card that is returned and not revoked will be voted in accordance with the instructions, if any, given thereon and in accordance with the proxyholder's best judgment as to any other business as may properly come before the 2024 AGM. If no instructions are provided in a properly executed proxy card, it will be voted FOR the approval of the re-election of Mr. Daniel Henson as a Class III director of the Company ("Proposal One"), it will be voted FOR the approval of the re-election of Mr. Anthony Jabbour as a Class III director of the Company ("Proposal Two"), it will be voted FOR the approval of the re-election of Mr. Eli Nagler as a Class III director of the Company ("Proposal Three"), it will be voted FOR the approval of the re-election of Mr. Peter Rutland as a Class III director of the Company ("Proposal Four"), and FOR the re-appointment of Deloitte & Touche LLP as auditor of the Company ("Proposal Five"). Any Shareholder who executes a proxy card may revoke it at any time before it is voted by: (i) delivering to the Secretary of the Company at Paysafe Limited, 2 Gresham Street, London, United Kingdom EC2V 7AD, a written statement revoking such proxy, (ii) executing and delivering a later-dated proxy card, or (iii) voting in person at the 2024 AGM. Attendance at the 2024 AGM by a Shareholder who has executed and delivered a proxy card to us shall not in and of itself constitute a revocation of such proxy. For Common Shares held in "street name" by a broker, bank or other nominee, new voting instructions must be delivered to the broker, bank or nominee no later than 2 business days prior to the 2024 AGM to ensure your Common Shares will be counted as voting at the 2024 AGM.

If within half an hour from the time appointed for the 2024 AGM a quorum of Shareholders is not present, then the 2024 AGM shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Secretary of the Company may determine.

The Company will bear the cost of solicitation of proxy votes but has not engaged a proxy solicitation agent. Solicitations may be made by our directors, officers and employees personally, by telephone, electronic mail or otherwise, but such persons will not be specifically compensated for such services. We may also make, through bankers, brokers or other persons, a solicitation of proxies of beneficial holders of Common Shares.

Summary of the 2024 Annual General Meeting

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy carefully before voting.


When	May 23, 2024, 10:30 a.m. eastern time
Where	Virtual webcast www.proxydocs.com/PSFE There is no physical location for the 2024 Annual General Meeting.
Items of business	Proposal 1	To approve the re-election of Daniel Henson as a Class III director Vote required: affirmative vote of a plurality of the votes cast
Proposal 2	To approve the re-election of Anthony Jabbour as a Class III director Vote required: affirmative vote of a plurality of the votes cast
Proposal 3	To approve the re-election of Eli Nagler as a Class III director Vote required: affirmative vote of a plurality of the votes cast
Proposal 4	To approve the re-election of Peter Rutland as a Class III director Vote required: affirmative vote of a plurality of the votes cast
Proposal 5	To approve the re-appointment of Deloitte & Touche LLP to act as our independent auditors for 2024 and to authorize our Board, acting through our Audit Committee, to fix the remuneration of our independent auditors for 2024 Vote required: affirmative vote of a simple majority of the votes cast
To transact any other business that may properly come before the meeting
Additionally, the annual audited financial statements of the Company for the fiscal period ending December 31, 2023 will be laid before members at the 2024 AGM, in accordance with the applicable provisions of the Companies Act 1981 (as amended).
Attending the meeting	You must register to attend the meeting online and/or participate no later than 5:00 PM Eastern Time on Wednesday, May 22, 2024 at www.proxydocs.com/PSFE


Record date	Monday, April 1, 2024
Voting

Table of contents


1.	Proposal One: Approval of the re-election of Daniel henson as a Class III director	8

2.	Proposal Two: Approval of the re-election of Anthony Jabbour as a Class III director	9

3.	Proposal Three: Approval of the re-election of Eli Nagler as a Class III director	9

4.	Proposal FOUR: Approval of the re-election of Peter Rutland as a Class III director	10

5.	Proposal FIVE: Approval of the re-appointment of Deloitte & Touche LLP to act as our independent auditors for the fiscal year ending December 31, 2024 and to authorize our Board, acting through our Audit Committee, to fix the remuneration of our independent auditors for the fiscal year ending December 31, 2024	15

6.	Audited financial statements	16

7.	Other matters	17

8.	Q&A about the Annual General Meeting	18

Proposal One:
Approval of the re-election of
Daniel Henson as a Class III director

At the 2024 AGM, Shareholders will be asked to approve the re-election of each of Messrs. Daniel Henson, Anthony Jabbour, Eli Nagler, and Peter Rutland as our Class III directors. In accordance with our Bye-laws, one third of our Board is elected annually, on a staggered basis, with each director holding office until the annual general meeting of shareholders in the year in which such director's term of office expires (except in the event of his or her death, resignation, removal or earlier termination of office). Our Board is divided into three classes, which are designated as Class I, Class II and Class III respectively. At each annual general meeting of shareholders, directors in the class whose term of office expires at that annual general meeting of shareholders are elected for three-year terms. Directors may be re-elected when their term of office expires. While our Board is not currently composed of a majority of independent directors, our Board expects to return to a majority of independent directors in the future.

Our Class III directors are Daniel Henson, Anthony Jabbour, Eli Nagler, and Peter Rutland, all of whom are seeking re-election at the 2024 AGM. Our Class I directors are Bruce Lowthers and Jonathan Murphy, whose term of office expires at the 2025 annual general meeting of shareholders and our Class II directors are currently Mark Brooker, Matthew Bryant, and Dagmar Kollmann, whose term of office expires at the 2026 annual general meeting of shareholders.

Proposal One seeks Shareholder approval FOR the re-election of Mr. Daniel Henson as a Class III director. If elected at the 2024 AGM, Mr. Henson will hold office until the 2027 annual general meeting of shareholders.

Biographical information relating to Mr. Henson is summarized in this Proxy Statement below.

Vote Required

The re-election of Mr. Daniel Henson as a Class III director requires the affirmative vote of a plurality of the votes cast at the 2024 AGM, as detailed in Bye-law 59.

The Board unanimously recommends a vote in favor of the re-appointment of Mr. Daniel Henson. The Board notes that Mr. Henson has significant experience as a qualified director of our Company.

Our Board unanimously recommends a vote FOR the re-election of Mr. Daniel Henson as a Class III director, as set forth in Proposal One.

Proposal Two:
Approval of the re-election of
Anthony Jabbour as a Class III director

Proposal Two seeks Shareholder approval FOR the re-election of Mr. Anthony Jabbour as a Class III director. If elected at the 2024 AGM, Mr. Jabbour will hold office until the 2027 annual general meeting of shareholders.

Biographical information relating to Mr. Jabbour is summarized in this Proxy Statement below.

Vote Required

The re-election of Mr. Jabbour as a Class III director requires the affirmative vote of a plurality of the votes cast at the 2024 AGM, as detailed in Bye-law 59.

The Board unanimously recommends a vote in favor of the re-appointment of Mr. Jabbour. The Board notes that Mr. Jabbour has significant experience as a qualified director of our Company.

Our Board unanimously recommends a vote FOR the re-election of Mr. Anthony Jabbour as a Class III director, as set forth in Proposal Two.

Proposal Three:
Approval of the re-election of
Eli Nagler as a Class III director

Proposal Three seeks Shareholder approval FOR the re-election of Mr. Eli Nagler as a Class III director. If elected at the 2024 AGM, Mr. Nagler will hold office until the 2027 annual general meeting of shareholders.

Biographical information relating to Mr. Nagler is summarized in this Proxy Statement below.

Vote Required

The re-election of Mr. Nagler as a Class III director requires the affirmative vote of a plurality of the votes cast at the 2024 AGM, as detailed in Bye-law 59.

The Board unanimously recommends a vote in favor of the re-appointment of Mr. Eli Nagler. The Board notes that Mr. Nagler has significant experience as a qualified director of our Company.

Our Board unanimously recommends a vote FOR the re-election of Mr. Eli Nagler as a Class III director, as set forth in Proposal Three.

Proposal Four:
Approval of the re-election of
Peter Rutland as a Class III director

Proposal Four seeks Shareholder approval FOR the re-election of Mr. Peter Rutland as a Class III director. If elected at the 2024 AGM, Mr. Peter Rutland will hold office until the 2027 annual general meeting of shareholders.

Biographical information relating to Mr. Peter Rutland is summarized in this Proxy Statement below.

Vote Required

The re-election of Mr. Peter Rutland as a Class III director requires the affirmative vote of a plurality of the votes cast at the 2024 AGM, as detailed in Bye-law 59.

The Board unanimously recommends a vote in favor of the re-appointment of Mr. Peter Rutland. The Board notes that Mr. Peter Rutland has significant experience as a qualified director of our Company.

Our Board unanimously recommends a vote FOR the re-election of Mr. Peter Rutland as a Class III director, as set forth in Proposal Four.

Directors

The following table sets forth the names and ages of our directors as of April 1, 2024, and summary biographies of each of our directors follow below.


Name	Age	Position
Daniel Henson	63	Chairman of the Board of Directors
Bruce Lowthers	59	Chief Executive Officer and Director
Mark Brooker	52	Director
Matthew Bryant	40	Director
Anthony Jabbour	56	Director
Dagmar Kollmann	59	Director
Jonathan Murphy	40	Director
Eli Nagler	38	Director
Peter Rutland	45	Director

Daniel Hensonhas served as a member of the Company Board since 2022. Mr. Henson currently serves as non-executive chairman of IntraFi Network (formerly Promontory Intrafinancial Network), a leading provider of deposit placement services operating in the Washington D.C. area. He also serves as a Director of Alight Solutions. Previously, Mr. Henson served as non-executive chairman of Tempo Holdings until its merger and subsequent listing as Alight Inc in July of 2021. He also served as non-executive chairman of Exeter Finance, a leading auto finance company headquartered in Irving, TX. Previously, Mr. Henson served as a Director of Healthcare Trust of America and OnDeck Capital. Mr. Henson worked with the General Electric Company for 29 years and held a variety of senior positions at GE and GE Capital, including Chief Marketing Officer of GE and Six Sigma Quality Leader at GE Capital. He also served as the CEO of a number of GE Capital's financial services businesses in the U.S. and internationally. Starting in 2008, Mr. Henson was responsible for all GE Capital commercial leasing and lending businesses in North America. From 2009 to 2015, Mr. Henson also oversaw capital markets activities at GE Capital and GE Capital's industrial loan company bank in Utah. Mr. Henson holds a B.B.A. in Marketing from George Washington University.

Bruce Lowthershas been our Chief Executive Officer since May 2022. He has also served as Executive Director on the Paysafe Board since May 2022. A high profile payments and fintech

executive, Mr. Lowthers joined Paysafe following a 15-year tenure at FIS, a Fortune 500 company operating in the payments, merchant solutions and banking space. While at FIS, Mr. Lowthers most recently served as President, responsible for growing the global organization. Earlier executive roles in FIS saw Mr. Lowthers leading and modernizing some of the company's largest businesses including the Banking and Merchant Solutions and Payments businesses. Before FIS, Mr. Lowthers was an executive at eFunds, an electronic payments company, where he was responsible for all payment and risk products. Before eFunds, he was a serial entrepreneur and successfully co-founded and led four start-up companies and two payments industry associations -namely the Board for American Transaction Processors Coalition (ATPC) and Payments 20 (P20), theglobal payments body. Mr. Lowthers holds a bachelor's degree in business administration from the University of Massachusetts and began his career as a certified public accountant.

Mark Brookerhas served as a member of the Company Board since 2021. Mr. Brooker was previously Chief Operating Officer for Trainline, Europe's largest independent retailer of rail and coach tickets. Before Trainline, he was Chief Operating Officer of Betfair Group PLC, a leading online gambling operator and now part of Flutter Entertainment. In his earlier career, Mark spent 17 years in investment banking working for Morgan Stanley, Merrill Lynch, NatWest and NM Rothschild & Sons. Mark also brings a diverse range of Non-Executive Board Director experience and currently sits on the boards of Findmypast, a leader in online genealogy, where he is Chairman; Future PLC, a global platform for specialist media and member of the FTSE250; eCogra Holdings Limited, an independent software testing agency for the online gaming industry (Chairman), and Heathrow Airport Holdings Limited. He also recently served as a Non-Executive Director of William Hill PLC, one of the largest gambling operators in the UK, before the Board was dissolved following its acquisition by Caesars Entertainment in April 2021 and was a director at Seedrs Ltd. Mr. Brooker holds a Master's Degree in Engineering, Economics and Management from Oxford University in the UK.

Matthew Bryanthas served as a member of the Company Board since 2019. Mr. Bryant has served as a Senior Managing Director at CVC, based in London. He joined CVC in 2019 and is a member of the financial services group. Prior to joining CVC, he was an investor at Bain Capital from May 2009 until April 2019. Prior to that, he was a Senior Associate Consultant at L.E.K. Consulting. Mr. Bryant holds a Master's Degree in Physics from the University of Oxford.

Anthony Jabbourhas served as a member of the Company Board since 2021. Mr. Jabbour has also served as the Chief Executive Officer and a director of Dun & Bradstreet (and its predecessors), a leading global provider of business decision data and analytics, since February 2019. From May 2022 until its acquisition by ICE in 2023, Mr. Jabbour was the Executive Chairman of Black Knight, Inc., a premier provider of software and data analytics to the mortgage and consumer loan, real estate and capital markets verticals. He previously served as Chairman and CEO of Blacknight. Prior to joining Black Knight, Mr. Jabbour served as Corporate Executive Vice President and Co-Chief Operating Officer of FIS from December 2015 through December 2017. Mr. Jabbour served as Corporate Executive Vice President of the Integrated Financial Solutions segment of FIS from February 2015 until December 2015. He served as Executive Vice President of the North America Financial Institutions division of FIS from February 2011 to February 2015. Prior to that, Mr. Jabbour held positions of increasing responsibility in operations and delivery from the time he joined FIS in 2004. Prior to joining FIS, Mr. Jabbour worked for Canadian Imperial Bank of Commerce and for IBM's Global Services

group managing complex client projects and relationships. Mr. Jabbour holds a bachelor's degree in electrical engineering from the University of Toronto.

Dagmar Kollmannhas served as a member of the Company Board since 2021. Ms. Kollmann is Chairperson of Citigroup Global Markets Europe AG and Audit Committee Chair. She is a member of the Supervisory Board and Chairperson of the Audit Committee of Deutsche Telekom AG, member of the Supervisory Boards of Unibail-Rodamco-Westfield SE and of Coca Cola Europacific Partners. Previously, she has been Deputy Chairperson of the Supervisory Board and Chairperson of the Audit Committee of Deutsche Pfandbriefbank AG, Deputy Chairperson of the Supervisory Board as well as Chairperson of the Audit Committee of Hypo Real Estate Holding AG, and a member of the Supervisory Boards of KfW-IPEX Bank GmbH and Bank Gutmann AG. Dagmar is a Commissioner in the Monopolies Commission in Germany, a permanent and independent expert committee, which advises the German government and legislature in the areas of competition policy-making, competition law and regulation. Its reports are published. Previously, Dagmar was CEO of Morgan Stanley Bank AG in Frankfurt. In addition to her role as CEO and Country Head for Germany and Austria, she was a member of the Boards of Directors of Morgan Stanley International Ltd. and Morgan Stanley & Co International, Ltd. in London. Prior to joining Morgan Stanley, Dagmar worked at UBS Philips & Drew Ltd, both in M&A and subsequently in the Equities Division. Past mandates include a membership in the Advisory Board of the EUREX Group and the role of "Sherpa" in the "Initiative Finanzplatz Deutschland." She holds a Master Degree in Law from the University of Vienna.

Jonathan Murphyhas served as a member of the Company Board since 2021. Mr. Murphy joined Blackstone in 2021 and is a Senior Managing Director in the firm's Private Equity Group, where he focuses on investments in the technology and financial technology industries. Prior to Blackstone, Mr. Murphy spent over eight years at Francisco Partners, a U.S.-based private equity fund that focuses on investments in the technology industry. While at Francisco Partners, Mr. Murphy was involved in the firm's investments in Civitas Learning, Dynamo Software, eFront Lucid works and Operative. Before joining Francisco Partners, Mr. Murphy worked at CPPIB in the Direct Investment Group and Morgan Stanley in the Investment Banking Division. Mr. Murphy received a Bachelor of Commerce from University College Dublin where he graduated with First Class Honors.

Eli Naglerhas served as a member of the Company Board since 2018. Mr. Nagler is a Senior Managing Director in the Private Equity Group of Blackstone, where he focuses on investments in the Technology and Financial Services sectors. Since initially joining Blackstone in 2007, Mr. Nagler has been involved in the execution of the firm's investments in Alight Solutions, BankUnited, Bayview Asset Management, Ellucian, Exeter Finance, IntraFi Network, Lendmark Financial Services, MB Aerospace, Paysafe, Refinitiv, Sphera, Tradeweb, Viva Capital, Vivint, and Vivint Solar. In addition to the Company, he currently serves as a Director of Ellucian, IntraFi Network, Renaissance Learning, and Sphera. Before rejoining Blackstone after the completion of an MBA, Mr. Nagler worked at the United States Treasury Department in the Office of Capital Markets. Mr. Nagler received an AB magna cum laude from Harvard College and an MBA with distinction from Harvard Business School, where he graduated as a John L. Loeb Fellow. He is also a Term Member of the Council on Foreign Relations.

Peter Rutlandhas served as a member of the Company Board since 2017. Mr. Rutland joined CVC in 2007 and is Head of CVC's Financial Services Group and a Managing Partner. Prior to joining CVC, he worked for Advent International and Goldman Sachs. Mr. Rutland holds an MA Degree from the University of Cambridge and an MBA from INSEAD.

Proposal Five:
Approval of the re-appointment of Deloitte & Touche LLP to act as our independent auditors for the fiscal year ending December 31, 2024 and to authorize our Board, acting through our Audit Committee, to fix the remuneration of our independent auditors for the fiscal year ending December 31, 2024

At the 2024 AGM, Shareholders are asked to approve the re-appointment of Deloitte & Touche LLP, an independent registered public accounting firm, to act as the Company's independent auditors for the fiscal year ending December 31, 2024 and to authorize the Board, acting through our Audit Committee, to fix the remuneration of the Company's independent auditors for the fiscal year ending December 31, 2024.

Vote Required

Adoption of Proposal Five requires the affirmative vote of a simple majority of the votes cast at
the 2024 AGM.

Our Board unanimously recommends a vote FOR the re-appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the Company's independent auditors for the fiscal year ending December 31, 2024 and to authorize our Board, acting through our Audit Committee, to fix the remuneration of the Company's independent auditors for the fiscal year ending December 31, 2024, as set forth in Proposal Five.

Audited financial statements

The annual audited financial statements for the year ended December 31, 2023 are available at www.proxydocs.com/PSFE. In addition, they will be laid before Shareholders at the 2024 AGM in accordance with our Bye-laws and applicable law.

Other matters

Our Board is currently unaware of any other matters that may properly come before the 2024 AGM other than as set forth in the accompanying Notice and as more specifically described in this Proxy Statement. Each Common Share represented by a properly executed proxy card which is returned and not revoked will be voted in accordance with the proxyholder's best judgment as to any other business as may properly come before the 2024 AGM.

Q&A about the Annual General Meeting

When and Where is the Annual General Meeting of Shareholders?
The 2024 Annual General Meeting of Shareholders ("2024 AGM") of Paysafe Limited, an exempted limited company incorporated under the laws of Bermuda will be held over video conference link (as permitted by Bye-law 53 of our further amended and restated bye-laws ("Bye-laws")) at www.proxydocs.com/PSFE 10:30 a.m. (ET) on Thursday, May 23, 2024.

What am I Voting on and how does our Board recommend that I vote?
At the 2024 AGM, Shareholders of record are being asked to consider and if thought fit, approve Proposal One- To approve the re-election of Mr. Daniel Henson as a Class III director.