simplifying payments 
for everyone
annual 
report
for the year ended 
31 march 2014 our business
contents
page
strategic report
highlights 1
chairman’s statement 2
chief executive’s review 3
strategy and business model 5
key performance indicators 6
review of business 7
trends and factors on future 
development
10
risks and uncertainties 11
environmental matters  
employees social community and 
human rights
13
governance
governance 17
board of directors 21
directors’ report 22
remuneration committee report 25
statement of directors’ 
responsibilities 
42
independent auditor’s report to the 
members of paypoint plc 
43
financial statements
consolidated income statement 46
consolidated statement of 
comprehensive income
46
consolidated statement of 
financial position 
47
consolidated statement of changes 
in equity
48
consolidated cash flow statement 49
company statement of financial 
position
50
company statement of changes  
in equity
51
company cash flow statement 52
notes to the financial statements 53
annual general meeting
notice of annual general meeting 69
appendix 1 76
appendix 2 79
appendix 3 81
form of proxy 83
officers and professional advisers inside 
back 
cover
today there is an everexpanding number of ways to pay  customers increasingly expect 
to pay the way they want wherever they are and at any time  paypoint is the answer to 
that demand  we take all the complexity of multichannel payments and translate it into 
convenient simple valueadded solutions 
we are an international leader in our field and a pioneer of a range of payment 
technologies  every year we handle over £14 billion in payments for more than 6000 
clients and merchants  our solutions transform payments for everyone from consumer 
and financial services companies to retailers utilities media gaming and government 
clients they are delivered through a unique combination of local shops mobile and 
online distribution channels
retail networks
we operate branded retail networks across the uk ireland and romania 
in the uk our growing network already includes terminals in over 26700 local shops 
including coop spar mccolls costcutter sainsbury’s local tesco express one stop 
asda londis and thousands of independent outlets  these outlets are quick and 
convenient places to make energy meter prepayments bill payments benefit payments 
mobile phone topups transport tickets bbc tv licences cash withdrawals and a range 
of other transactions they are made available to customers by most leading utilities and a 
range of telecoms and consumer service companies 
our romanian network is growing too  we have more than 8350 terminals in local 
shops across the country helping people make cash bill payments money transfers road 
tax payments and mobile phone topups 
in the republic of ireland people use our 500 terminal sites in shops and credit unions 
for mobile topups and bill payments
in fact the network is stronger still thanks to the additional services we provide to retail 
agents in the uk our collect joint venture with yodel offers parcel dropoff and pick
up services in 5600 convenience stores  customers use collect to handle parcels from 
major retailers including amazon ebay asos new look boden john lewis house of 
fraser ms asda direct and very 
the uk network also includes over 3600 link branded atms and 8800 of our terminals 
enable retailers to accept debit and credit cards
mobile and online
our unique mix of digital payments solutions helps maximise success in a complex 
and rapidly changing world every year paypoint mobile and online formerly trading 
as paypointnet paybyphone and adaptis handles over 130 million payments for 
parking payments and consumer services  in major cities in the uk canada usa 
france switzerland and australia our parking solutions make it easy for people to pay 
for parking by mobile – increasingly through our own app we also provide electronic 
parking permits automatic number plate recognition systems for car parks and penalty 
charge notices if you are registered to our parking solution you can also use other 
paypoint services including payment for electric vehicles bicycles taxis and buses
our core online payments platform is linked to 16 major acquiring banks in the uk 
europe and north america it delivers secure credit and debit card payments for over 
5100 online merchants including hungryhouse moonpig whsmith london and zurich 
insurance moneysupermarketcom and british gas  our complete suite of products 
ranges from transaction gateway to a bureau service in which we take the merchants’ 
credit risk and manage settlement for them  we also offer a variety of valueadded 
services such as fraudguard an advanced service that mitigates the risk of fraud in card 
not present transactions
as well as this extensive range of services and solutions we provide the backing of our 
247 operations centres with dual site processing to ensure business continuity  little 
wonder then that paypoint is so widely renowned for leadership in payment systems 
smart technology and service
our history is one of anticipating clients’ needs and pioneering solutions to meet 
them ahead of demand  our future will be no different  every day we reinforce our 
competitive edge by developing our range of payments products and services across the 
growing multitude of channels  paypoint plc annual report 2014 1
strategic report
highlights
52 weeks ended 
31 march
2014
53 weeks ended 
31 march
2013 increase
2
revenue £2122m £2085m 17
net revenue
1
£1137m £1057m 77
gross margin 457 430 27ppts
operating profit
3
£454m £410m 106
profit before tax £460m £413m 115
diluted earnings 
per share
526p 453p 161
dividend per share
4
353p 304p 161
retail payments and services and collect
• uk  ireland retail network net revenue increased 60 with 
continued strong growth in retail services supported by the 
expansion of the network
• romanian bill payment transactions were up 535 to 391 million 
increasing profitability
• collect profitable and now available in 5600 sites with 
transactions up 764 to 136 million 
mobile and online paypointnet paybyphone and adaptis
• merged into one business
• mobile increased transactions to over 32 million up 447
• online transactions have grown by 87
• acquired adaptis in february 2014 
group
• record group transaction volume at 768 million up 39 with 
growth in retail and mobile and online channels
• proposed final dividend of 239p up 183 on prior period
4
 reflects 
the board’s confidence in the business
• launched new brand
1 net revenue is revenue less the cost of mobile topups where paypoint is principal sim cards and other 
costs incurred by paypoint which are recharged to clients and merchants these costs include retail agent 
commission card payment merchant service charges and costs for the provision of call centres for mobile 
parking clients net revenue is a measure which the directors believe assists with a better understanding of 
the underlying performance of the group
2 the reported period of 1 april 2013 to 31 march 2014 contains 365 days in the 2012 annual report we 
announced we would move reporting to a calendar year basis from the last sunday in the month of march 
comparative data is given for the 371 day period reported last year ie 26 march 2012 to 31 march 2013 the 
impact of the extra week last year is generally to reduce stated growth by between 1 to 3 percentage points
3 operating profit including our share of joint venture results and excluding the £02m 2013 nil costs 
associated with the acquisition of adaptis solutions limited in the year
4 excludes special dividend in 2013
net revenue
1
827 904
2011 2012 2013 2014
1057 1137
389
265
2011 2012 2013 2014
346 370 410 454
2011 2012 2013 2014
234 265 304 353
operating profit
3
dividend per share
4 2 paypoint plc annual report 2014
strategic report
chairman’s statement
i am pleased to report strong growth in net revenue and operating profits for the year under 
review we are proposing a final dividend of 239p per share an increase of 183 on the 
dividend last year excluding the 150p special dividend
our retail networks in the uk ireland and romania delivered profitable growth from our strong 
client base and breadth of services prepaid energy transactions were in line with last year 
despite warmer winter weather which reduced gas consumption the reported growth rate was 
reduced by there being an extra six days of trading in the prior period retail services transaction 
growth was 251 in romania bill payment transactions have grown 535 as we added new 
clients including rcs  rds branded as digi a pay tv and communications supplier and one of 
romania’s biggest bill issuers and grew strongly in existing clients  
the market for mobile topups continues to decline in all three markets in romania network 
expansion has countered the market decline mobile topups accounted for 139 of total group 
net revenues the simple payment service for the dwp has contributed to growth in transactions 
but volume has been lower than originally anticipated as much of the cheque volume the service 
replaced migrated to other payment methods our uk field force has grown the network and 
driven sales of retail services to increase our average retail yield per site we are developing a 
multichannel product to address the payment challenges faced by utilities as a result of the uk 
government mandated change to smart meters by 2020 building on the credentials we already 
have in providing online payment solutions for prepayment meters
our collect joint venture is now profitable  parcel transactions rose 764 to 136 million  
2013 77 million and outlet numbers expanded to 5600 collect increased the number of 
clients served by 54 to 266 by 31 march 2014 we have introduced a new standard two day 
delivery service in addition to the economy three to five day service and continue to invest in 
service improvements to encourage growth
our mobile and online channels have been combined into one business under our unified group 
brand and we have strengthened management to address the substantial opportunities available in 
digital commerce transaction growth in the year was 158 and net revenue growth 77 with 
strong growth in mobile net revenue transaction growth was mainly from larger merchants or 
newer parking clients who have lower than average net revenues per transaction through mobile 
payments we gain valuable insight into the development of mobile commerce and although we 
have continued to grow net revenues and win new clients including the provision of services for 
155000 parking spaces in central paris this remains an early stage venture in february we acquired 
adaptis which provides a range of complementary parking services including electronic parking 
permits automatic number plate recognition systems for car parks and penalty charge notices this 
small acquisition will strengthen our leading position in mobile parking payments expanding our 
range of innovative parking products into offstreet locations fines and permits and improving 
our capability to bid for bundled contracts we also have the potential to extend into other mobile 
commerce areas but this will require expenditure in development and marketing
we have continued to invest in technology we are in the process of migrating services to the two 
new data centres we started to fit out in the last financial year our objective is to move all systems 
and transaction processing to the new data centres over the next two years we have introduced 
single daily settlement to our retailers reducing retailer banking costs and our exposure to retail 
agent debt as leading suppliers of retail technology we are researching the functionality for our 
next generation of point of sale infrastructure which in due course will replace existing terminals 
in mobile and online we are planning to replace and upgrade our internet gateway platform over 
the next two years and we are developing our technology which will open the platform to mobile 
services other than parking 
for the current financial year trading is in line with the company’s expectations our retail 
networks in the uk and romania should continue to deliver profitable growth from our strong 
client base and breadth of services we will continue to invest in network expansion innovative 
technology and new services to improve the quality of these retail networks to enhance their 
competitive advantages and our retail yield mobile and online is an essential element of our 
strategy to provide multichannel payments and services placing us in fast growing markets and 
providing a bridge from cash to electronic payments together our businesses provide a strong 
foundation to deliver value for our shareholders
andrew robb who has served on the board since 2004 was formerly chairman of the audit 
committee and is chairman of the remuneration committee and senior independent director will 
retire at the annual general meeting i would like to thank andrew for his service and wish him a 
long and happy retirement
i am retiring from the end of the forthcoming annual general meeting after serving as chairman 
of paypoint for sixteen years i have much enjoyed working with the management in whose 
very capable hands together with those of my successor warren tucker and our nonexecutive 
directors i confidently leave the development of the business 
david newlands   29 may 2014
paypoint romania 
expands with new 
market sectors
having signed up the majority of 
the country’s national and regional 
utility companies paypoint in 
romania has enjoyed considerable 
success in delivering innovative 
new products and services for 
its customers in other markets 
including telecommunications 
financial services and even road 
tax amongst the schemes 
introduced has been a partnership 
with scala assistance enabling 
romanian customers to pay for 
their road tax at paypoint shops 
across the country
“romania has one of the largest 
road networks in europe and scala 
assistance wanted to work with a 
retail network with the coverage 
that would match it its network of 
terminals throughout the country 
makes it easy for romanian drivers 
to pay for their road tax quickly 
and conveniently before they take 
to the road”
scala assistance
distributing emergency 
funds to the most needy
the distribution of emergency 
funds was transferred from the 
department for work and pensions 
to local authorities from april 
2013 for which paypoint provided 
the solution to local authorities 
of how to accept and assess 
applications then make payments 
in a timely manner quick credit 
voucher qcv is an online portal 
that provides a universal platform 
for any local authority to process 
quickly applications and deliver 
payments either by letter email 
or text message which can be 
immediately accessed by claimants 
at any paypoint retailer almost 75 
local authorities were using qcv by 
the end of march 2014 by when it 
had been used to make payments 
to approximately 130000 residents 
in crisis with a total value of £52 
million the versatility of the qcv 
portal means that it can also be 
used as an alternative to cheque 
payments for other purposes such 
as council tax refunds 
“the innovative system is easy 
to use saving us valuable time 
and money and avoiding the 
need for us to hold cash or gift 
vouchers”  
judith johnson at  
milton keynes council paypoint plc annual report 2014 3
strategic report
chief executive’s review
creating a firstclass 
mobile gaming 
environment
when alchemybet needed 
a mobilefriendly payment 
solution that would complement 
the high quality mobile 
entertainment on offer from its 
pocketfruitycom mobile and 
social gaming app paypoint 
implemented its api application 
programming interface which 
has the flexibility to adapt to a 
mobile payment environment
operating in a thriving mobile 
games market the api is able to 
cope with high levels of demand 
helping to build long lasting loyalty 
with pocketfruity’s customers who 
demand an efficient payment 
experience as a result the 
ukbased operator is now an 
established mobile gaming business 
and experienced an increase in 
volumes of 182 over the last year
“our customers need to be able to 
deposit and receive funds quickly 
and successfully which the mobile 
payment functionality on the 
paypoint platform has enabled”
james harrison ceo alchemybet 
pocketfruitycom
collect reaches out  
to ireland
collect has teamed up with parcel 
motel to give irish online shoppers 
an easy and convenient way to 
return unwanted items to uk 
retailers littlewoods ireland was 
the first irish retailer to offer this 
service to its customers
since its launch in mid2013 by 
nightline group ireland’s largest 
independent delivery firm the 
parcel motel network of lockers 
has attracted tens of thousands 
of subscribers littlewoods 
ireland customers can return 
unwanted items to the uk 
by dropping them off at their 
nearest parcel motel locker
once registered on the parcel 
motel website customers can 
book a locker slot and attach the 
collect label to their package 
which is provided when their item 
is shipped to them parcel motel 
transfers the parcels to collect 
in the uk customers receive a 
returns code and are able to track 
the journey of their item on the 
collect website
“this new system is simpler and 
if anything makes the business 
of buying online even easier 
than before”
john tuohy ceo nightline group
david newlands will be retiring at the annual general meeting in july after 16 years of service as 
chairman over this period he has provided strong leadership in the development of paypoint 
as the company has evolved from a fragile startup to the robust multichannel international 
payments and services business of today on behalf of the company i would like to thank david 
for the significant contribution he has made to our success and all of us at paypoint wish him a 
happy retirement
paypoint has continued to deliver earnings growth in another busy year in which our businesses 
have made good progress retail payments and services uk ireland romania and collect have 
grown and strengthened their positions in their markets  we have combined paybyphone  
paypointnet and the recently acquired adaptis to create paypoint mobile and online this brings 
mobile and online payment into the centre of our group capability alongside retail payments and 
services and reinforces our unique multichannel payment capability ready to service the needs of 
our clients retailers and merchants
a single proposition with a new modern identity
we launched the rebranding of the company on 20 may 2014 the context for our new identity is 
that the world around us is changing in particular in the ways consumers shop pay for and acquire 
products and services much of this is being driven by technology smart mobile devices faster internet 
access speeds increasing connectivity which is empowering consumers to demand more choice and 
convenience as a result many consumers will no longer want to have their relationship with a service 
organisation defined by a single payment channel they prefer to use information rich apps that can be 
accessed anywhere and anytime embedded with frictionless payment functionality
these dynamics create increasing complexity for consumer service organisations as they seek to develop 
platforms to meet these new consumer needs we are well placed to help our clients to deliver the 
simplified solutions that their consumers want using our multichannel payment capability distinctively 
with strength in mobile online and retail our experience in developing successful consumer apps in 
parking which serve millions and our innovative fulfilment solution collect also demonstrates our 
understanding of these evolving consumer dynamics
we are also refreshing our brand originally created to target cash paying consumers in shops to 
one which is more modern and effective for the multichannel payment solution that now sits at the 
heart of paypoint’ s offer our new logo will be more relevant to all consumers across all payment 
channels   the new logo has been recently launched in all b2b relationships and will roll out to our 
consumer audiences in parking later this year this new identity communicates all channels through a 
single brand emphasising the full spectrum of our services for example it helps to position our multi
channel offer to the utility sector as smart meters start to be rolled out to uk households for which 
we have already developed a prototype solution integrating mobile apps with web and retail all with a 
consistent look and feel to the consumer
retail payments and services
we have made good progress in the year within our retail businesses paypoint’ s market leadership 
in retail payments and services remains at the core of our success we continue to be strongly 
differentiated through the unique quality and breadth of our client base and retail coverage this allows 
us to contract with the best convenience retailers and seek to extend the range of payments and 
services that we provide delivering new retail schemes that drive footfall and commission earnings to 
our retail partners and securing their continuing loyalty   
in the uk and ireland convenience retailing is increasingly becoming the first choice for many busy 
consumers looking for quality products and services the sector continues to benefit from substantial 
investment in premises and upgraded product ranges paypoint sits at the core of this transformation 
as the principal innovator of instore payments and services to local communities we have continued 
to improve technology instore by the introduction of paypoint point of sale the software version of 
our terminal on retailers’ till systems notably to the cooperative group and by placing broadband 
connected terminals which process transactions more quickly  we continue to extend our retail 
coverage in the uk and ireland towards 30000 sites whilst maintaining our focus on yield per site   
our focus on retail services has enabled us increasingly to become the preferred technology gateway 
for the convenience sector
romania has made good progress with strong transaction growth as we increase our share of over the 
counter bill payment driving increased profitability  we continue to roll out further sites to get ever 
closer to where consumers live and work we are evaluating new retail services to complement our 
international money transfer proposition that is developing well through about 1400 of our sites the 
prospects for romania continue to be good with the opportunity to extend our share of payments 
develop our retail services proposition and start to introduce the group’ s new multichannel payment 
capability to our romanian client base 4 paypoint plc annual report 2014
strategic report
chief executive’s review continued
collect
this exciting uk retail service a 5050 joint venture with yodel has developed well over the year 
with annual parcel volumes growing 764 the company is now in profit and we continue to invest 
in the proposition and network to support its growth with an ultimate goal to provide a larger parcel 
network than the post office collect does not have the same characteristic operational gearing in 
its business model as paypoint as variable costs are much higher this together with cost increases 
including marketing will affect profit although paypoint retail services will continue to benefit 
from increased volumes and taken together the parcels service will continue to increase profit to 
paypoint we attract the best online retailers to the collect service including amazon ebay asos 
new look boden john lewis house of fraser ms asda direct and very  the growth of click  
collect is particularly encouraging
mobile and online
paybyphone paypointnet and our recent acquisition adaptis have been combined into the newly 
launched paypoint mobile and online the business is operating under a new single management 
team and is at the heart of paypoint’s multichannel strategy  our ability to understand and engage 
with the consumer together with our b2b strength in more traditional transaction processing and 
value added services gives us strength and differentiation within the payment sector already we 
offer internet payment services to our parking clients and mobile payment services to our internet 
payment clients  we have continued to win large new clients including the city of paris although 
nsl’s winning bid for westminster did not include our paybyphone service and this loss will delay 
profitability for mobile and online
as mobile and online has its own customer base of several million consumers in parking it is well 
positioned to earn revenues from both consumers and merchants with the potential for new 
business models beyond transaction revenues we aim to sell more products to our b2b clients to 
generate more sources of revenue per consumer and to have a greater proportion of transactions 
where we own the consumer experience
consumers
paypoint has traditionally served consumers though our b2b relationships and we remain essentially 
a b2b2c company in our approach our innovation has taken us into services which have a direct 
relationship with consumers such as in parking and collect both of which have growing consumer 
bases  in addition some 12 million transactions from unregistered consumers cross our retail 
counters in an average week and our brand awareness consumer satisfaction and net promoter 
ratings are high endorsed by feedback from our more recent social networking activities we are 
working hard to drive greater insight into consumer behaviour and needs with a view to extending 
our consumer base and driving further value to them
dominic taylor
chief executive
29 may 2014
top industry award for 
the simple payment 
service
the simple payment service the 
innovative solution that replaced 
costly cheques for the payment 
of government benefits and 
pensions was recognised as the 
best in class at the 2014 cards 
 payments awards the simple 
payment service is delivered on 
behalf of the department for work 
 pensions dwp by paypoint and 
citi and its success has allowed 
the government to discontinue all 
cheque services with an annual 
saving to the taxpayer estimated at 
£15 million including an estimated 
£5 million per year in fraud 
“in the current uk environment 
there is an expectation that public 
and private sector organisations 
will drive efficiencies and 
reduce costs there is also an 
expectation that organisations 
will drive a digital agenda 
through innovation the simple 
payment service addresses these 
expectations while enhancing the 
customer experience”
cards  payments awards 
judging panel
heating homes over 
christmas
although more shops are 
opening on christmas day each 
year paypoint’s retail network is 
very often the only place where 
people with energy prepayment 
meters are able to top up their 
meters over bank holidays as 
an illustration of the value of 
paypoint in the communities 
served by its shops consumers 
across the uk topped up their gas 
or electricity prepayment meters 
at paypoint 39 million times on 
christmas day boxing day and 
new year’s day in addition over 
10000 customers collected their 
pension or benefits in cash from 
paypoint on one of these bank 
holidays in total paypoint was 
used 6 million times over the 
three days by consumers for a 
wide variety of payments almost 
12500 shops with paypoint 
facilities were open on christmas 
day with as many as nine out 
of ten open in some parts of 
the country enabling over 
225000 people to top up their 
prepayment meters
“what these figures show is just 
what a valuable service paypoint 
provides no other retail chain in 
the uk offers such a high level of 
service over the holiday period”
seamus smith managing 
director retail payments and 
services paypoint paypoint plc annual report 2014 5
strategic report
our prime focus is to engage with clients retailers merchants and consumers across a multi
channel payment spectrum this strategic evolution recognises that consumers demand increasing 
access and convenience and that clients need trusted partners to simplify the complexity of multi
channel payments and services
in order to increase focus on our offer we have combined paybyphone and our internet payments 
into a new mobile and online business which brings together our highly successful consumer 
facing mobile apps and services with our deep expertise in card not present payment processing 
helping web merchants to transact with their customers across all digital interfaces
we have also refreshed our brand to create a dynamic identity which works well in all channels 
and ensures that the full breadth of our proposition is conveyed to clients beyond any individual 
channel or service which attracted them originally
in all the vertical sectors in which we specialise – energy telecoms  media financial gaming 
public sector parking  transport and retail – the nature of service delivery is being transformed 
away from restricted access to fully integrated platforms offering multiple touch points 
on paypoint platforms payments will flow as part of the customer service experience as a 
consequence of rather than as an interruption to the consumers’ choices integrated service 
delivery can also extend to fulfilment through collect where appropriate
an example of this evolution is the advent of smart metering for energy companies which 
will significantly expand the prepayment sector in which we are market leader but will require 
flexibility beyond retail cash payments by extension into mobile and online channels as well 
paypoint is well placed to deliver these multichannel solutions
also our market leadership in mobile parking gives us a strong platform to extend into broader 
urban mobility solutions for example in nice we also handle payments for bike and electric 
vehicle hire and public transport schemes through a citywide passport application mass 
transportation schemes will extend demand for retail cash solutions
it follows that to stay ahead in our chosen markets we need to engage clients across this broader 
multichannel scope
in addition to our core payment expertise we bring consumer insight to our solutions for clients 
we have created a number of highly popular and heavilyused consumer services throughout our 
history across each of the retail mobile and online channels we handle millions of transactions with 
a value of billions of pounds demonstrating our ability to create and deliver successful large scale 
consumer payment schemes in partnership with our clients and directly we aim to use our consumer 
insight to continue to add value to our client offers and where appropriate to build our own direct 
propositions enabling registered customers to benefit from a broad range of paypoint services
in summary our multichannel delivery builds through three levels
1   core payments and services wherever you see the paypoint logo – simplified multichannel 
consumer propositions for clients
2   product and service diversification using our vertical market expertise to maintain and extend 
our differentiation
3   generating additional shareholder value through services building on our consumer insight
we already provide services in the uk  ireland usa france canada romania switzerland 
australia and for multinational merchants we aim to extend our international reach our mobile 
and online channel is international by its nature and this will continue and widen our retail 
payments and services are based in selected domestic markets we are ready to consider further 
international retail expansion building on our successful experiences in romania
in countries where we offer retail networks we increase retail yield through delivering and 
extending a portfolio of retail services further demonstrating the success of our product and 
service diversification
we recognise that many businesses are investing in mobile and online solutions and that success 
will only come from those who really understand the consumer can be trusted to deliver by 
the client and have a strongly differentiated and relevant offer we believe that we have these 
attributes through our unique strength across traditional retail and newer digital channels our 
ability to bring new popular b2b2c services to market our proven technology and our pedigree in 
building and operating successful services at scale
further information about our business model can be found at the beginning of the annual report 
in the section entitled “our business” and should be considered as part of the strategic report
strategy and business model  
cashless parking at 
155000 parking spaces 
in city of paris
the city of paris has awarded a 
partnership of paybyphone and 
vinci park the contract to launch 
cashless parking for 155000 
parking spaces the largest in the 
world by number of spaces initially 
available in the 1st 2nd 3rd and 
4th arrondisements in 2014 
paybyphone will be extended to 
residential and business parking 
areas and to all other areas of the 
city by the end of 2015
paybyphone was the first phone 
parking payment service in france 
in issylesmoulineaux and is now 
available in more than 30 cities 
across the country including the 
outskirts of paris since autumn 
2013 travellers in ile de france on 
any of the 3000 taxis bleus have 
been able to use their smartphones 
to pay for their taxis on their 
paybyphone account 
the successful bid for central 
paris follows other successes 
during the year in paybyphone’s 
key markets of the uk lambeth 
southwark chelmsford and 
exeter and the usa seattle 
massachusetts bay transport 
authority mbta and dallas  
helping retailers become 
more profitable
during the year paypoint 
introduced the single daily 
settlement system for retail 
payment services in a significant 
shift from having separate 
collections and payments to 
and from retailers for each of its 
products and services paypoint 
now collects or pays a net amount 
each day by deducting amounts 
paid out through services such 
as cashout the simple payment 
service atm withdrawals and 
western union receive transactions 
from the amounts paid in via the 
paypoint terminal this allows the 
retailer to deposit the net amount 
owed to paypoint into their bank 
each day because of the level of 
charges that retailers pay on each 
transaction to deposit into or make 
payments from their bank account 
net settlement is able to save our 
retailers hundreds of pounds each 
year on bank charges 
while retailers enjoy the benefits 
of lower banking costs and extra 
sales from recycling the cash they 
take through paypoint single 
daily settlement brings additional 
benefits to retailers particularly in 
cash handling
  6 paypoint plc annual report 2014
strategic report
key performance indicators kpis
in order to realise its strategic aims paypoint has identified areas of strategic focus and records a number of kpis to measure progress 
against them whilst these kpis are helpful in measuring the group’s performance they are not exhaustive and the group uses many 
other measures to monitor progress
measuring our performance
strategic focus kpi description 2014 2013
shareholder return earnings per share 
diluted
profit after tax attributable to equity holders of the 
parent divided by the weighted average number 
of ordinary shares in issue during the period 
including the impact of shares which are likely to 
be issued under share schemes
526p 453p
dividends per share proposed final dividend and interim dividend divided 
by the number of fully paid shares at the end of the 
period excludes special dividend in 2013
353p 304p
economic profit operating profit including paypoint’s share of joint 
venture results and excluding exceptional costs 
relating to the cost of acquisitions after tax and a 
charge for capital employed excluding cash based 
upon the group’s cost of capital
£281
million
£240
million
growth retail networks 
transactions
number of transactions processed in the period 
on our terminals atms and on our retailers’ 
epos systems
6354 
million
6248
million
mobile and online 
transactions
number of transactions processed in the period by 
mobile and online
1322 
million
1141
million
transaction value the value of transactions processed via our terminals 
retailers’ epos systems online merchants atms 
mobile payments and the sale of other retail services
£147
 billion
£141
billion
net revenue revenue less commissions paid to retail agents 
the cost of mobile topups and sim cards where 
paypoint is principal acquiring bank charges and 
call centre costs recharged to clients
£1137 
million
£1057
million
operating margin operating profit including our share of joint 
venture results and excluding exceptional costs 
relating to the cost of acquisitions as a percentage 
of net revenue
399 388
asset optimisation return on capital 
employed 
total operating profit for the period divided by 
average month end capital employed net assets 
excluding cash
626 608
growth in retail 
networks’ yield  
per site
growth in net revenue from retail networks 
excluding simple payment service setup divided 
by the average number of sites in the period
39 87
people labour turnover number of permanent employees who left 
during the period divided by average total 
permanent employees
  
uk  ireland 207 230
rest of world 87 173 paypoint plc annual report 2014 7
strategic report
review of business
the review of business presented in this annual report includes 
highlights on page 1 the chairman’s statement on page 2 and 
the chief executive’s review on pages 3 and 4
paypoint processes consumer transactions and as such has only 
one operating segment however we include an analysis of the 
number and value of consumer transactions revenue and net 
revenue and our networks by product to help to explain the 
execution of our strategy  
growth opportunities include provision of single solution 
multichannel payments and services to new and existing clients 
the extension of services in each payment channel across the 
existing client base new and existing client development and 
retail services in the uk and romanian retail networks the 
expansion of these retail networks building and developing 
collect new merchants and new services for online payments 
new parking contracts driving consumer adoption and the 
development of other mobile services
we announced in the 2012 annual report that going forward 
the company would change to calendar month end dates for 
reporting to shareholders in the period ended 31 march 2013 the 
final sundays in the months of september and march coincided 
with the calendar month end but that period also included 
an extra week at the beginning of the year as a consequence 
of previously reporting to the last sunday in the month in the 
period ended 25 march 2012 these results cover a period 
of 365 days 2013 371 days and as a consequence of an 
extra week in the prior period percentage increases in the 
period under review are lower the impact of the extra week is 
generally to reduce stated net revenue growth by between 1 
and 3 percentage points
the channel and product analysis is as follows
retail payments and services
bill and general prepaid energy bills and cash out services
topups mobile emoney vouchers prepaid debit cards  
and lottery 
retail services atm debitcredit parcels money transfer sims 
broadband receipt advertising charges for  
failed direct debits and paper invoicing
in addition fees for early settlement development and setup 
are attributed to the client to which they are billed and included 
above in the relevant categories
mobile and online
parking permits tolling ticketing bicycle rental transactions 
consumer transactions with merchants preauthorisations 
optimisation of authorisations fraudguard where separately 
charged and realtime management reporting
formerly we disclosed separately transaction numbers and value 
revenue and net revenue for internet payments and paybyphone 
but following their combination they are reported in total under 
mobile and online
we also previously reported separately other revenue and net 
revenue for the recharge of development costs early settlement 
fees settlements of claims and other fees these have now been 
allocated to bill and general topups and retail services based 
on the client to which the income relates the prior year figures 
have been restated accordingly  the impact of the restatement 
is the removal of £54 million 2013 £49 million from other 
which has been divided between bill and general £18 million 
operating review
52 weeks
ended 
31 march 
2014
53 weeks
ended 
31 march
 2013
increase 

transactions         ‘000 767520 738991 39
transaction value £000 14742667 14095423 46
revenue               £000 212158 208526 17
net revenue
1
       £000 113740 105657 77
1   net revenue is revenue less the cost of mobile topups where paypoint is principal sim cards and other costs incurred by paypoint which are recharged to clients and 
merchants these costs include retail agent commission card payment merchant service charges and costs for the provision of call centres for mobile parking clients  
net revenue is a measure which the directors believe assists with a better understanding of the underlying performance of the group
transactions have increased to 7675 million 2013 7390 
million up 17 in the retail networks and 158 in mobile 
and online
transaction value increased to £147 billion 2013 £141 billion 
up 60 in retail payments and services retail networks and 
18 in mobile and online
revenue has increased to £2122 million 2013 £2085 million 
up 11 in the retail networks and 93 in mobile and online  
revenue growth is lower than transaction volume due to higher 
transaction growth in some larger online merchants who benefit 
from lower pricing and from charges to newer parking clients 
which are lower than those to existing clients
net revenue has increased to £1137 million 2013 £1057 
million up 76 in the retail networks and 77 in mobile 
and online  net revenue growth is higher than revenue in retail 
networks mainly as a consequence of the introduction of the 
simple payment service management fee from september 2012 
offset by a reduction in the final tranche of simple payment 
service setup fees compared to the prior period the renewal of 
a utility contract at better margins and a richer transaction mix 
from other bill and general clients
operating profit including our share of collect and excluding 
exceptional costs relating to the cost of acquisitions was  
£454 million 2013 £410 million an increase of 106  
the increase in the operating profit is the result of the strong 
growth of our retail networks and collect turning to profit
2013 £23 million topups £15 million 2013 £10 million 
and retail services £21 million 2013 £16 million   the overall 
increase before restatement is largely as a consequence of 
higher early settlement fees the size of which is unpredictable 
and income from broadband enabling faster terminals 8 paypoint plc annual report 2014
strategic report
review of business continued
bill and general
52 weeks
ended 
31 march 
2014
53 weeks
ended 
31 march
 2013
increase 

transactions          ‘000 445597 432793 30
transaction value £000 8306601 7751965 72
revenue               £000 85341 82070 40
net revenue
1  
     £000 54000 50391 72
bill and general transactions were ahead of last year as a result 
of a 535 increase in romanian bill payment transactions  
growth in uk transactions was supressed by the impact of 
the extra week of trading in the prior period and the warmer 
weather during the winter simple payment service transactions 
continue to be lower than originally expected as a substantial 
proportion of the cheque volume it was designed to replace 
migrated to other payment methods the strong growth in 
romania where we processed 391 million transactions  
2013 255 million was due to increasing market share and 
adding new clients
growth in net revenue of 72 exceeded that of revenue 
growth mainly as a consequence of the introduction of the 
recurring simple payment service management fee from 
september 2012 offset by a reduction in the simple payment 
setup fees the renewal of a utility contract at better margins 
and a richer transaction mix from other clients  
  
topups
52 weeks
ended 
31 march 
2014
53 weeks
ended 
31 march
 2013
decrease 

transactions          ‘000 97465 118270 176
transaction value £000 866321 1006234 139
revenue               £000 73680 81360 94
net revenue
1
       £000 22543 22825 12
topup transactions decreased over last year as a result of the 
continued decline in mobile topup volumes in the uk and ireland 
of 173 other topup transactions were also lower than last 
year  the reduction in uk and irish mobile transactions was only 
partly offset by a small increase in romanian mobile topups 
where the impact of a larger network has offset market decline
the reduction in topup transaction value was lower than that 
of transaction numbers as the average value of mobile topups 
increased which also helped mitigate the reduction in revenue 
and net revenue as did the increase in emoney topups 
the decline in net revenue was driven by fewer transactions in 
the uk and ireland offset by an increase in romanian mobile 
topups and an increase in early settlement fees the size of 
which is unpredictable
retail services
52 weeks
ended 
31 march 
2014
53 weeks
ended 
31 march
 2013
increase 

transactions          ‘000 92308 73785 251
transaction value £000 667303 522929 276
revenue               £000 35883 29317 224
net revenue       £000 22105 18427 200
retail services volumes have increased across all products atm 
transactions increased by 212 credit and debit transactions 
by 184 sim card sales by 45 money transfer transactions 
by 589 and parcels by 764 over last year
a higher average atm transaction value has driven an increase 
in total transaction value in excess of the increase in volume
strong net revenue growth of 200 was driven by the 
increases in credit and debit parcels and income from 
broadband enabling faster terminals but held back by a flat 
atm performance in the first half of the year where the increase 
in atms in the network had not yet shown in net revenue and 
the impact of an extra week of trading last year which occurred 
in the first half  
collect
paypoint has a 50 equity interest in drop and collect limited 
trading as collect a 5050 joint venture with yodel paypoint 
does not consolidate the results of the joint venture but does 
include its share of the profit or loss of the joint venture in its 
consolidated income statement after group operating profit
collect at 100
52 weeks
ended 
31 march 
2014
53 weeks
ended 
31 march
 2013
increase 

transactions          ‘000 13555 7686 764
revenue               £000 34093 17753 920
profitloss     £000 1784 1929 na
transactions have grown substantially with a richer mix of 
consumer parcels driving an increase in revenue ahead of 
transactions  the business was profitable in the year for the first 
time following the strong growth in revenue
1   net revenue is revenue less the cost of mobile topups where paypoint is principal sim cards and other costs incurred by paypoint which are recharged to clients and 
merchants these costs include retail agent commission card payment merchant service charges and costs for the provision of call centres for mobile parking clients  
net revenue is a measure which the directors believe assists with a better understanding of the underlying performance of the group paypoint plc annual report 2014 9
strategic report
review of business continued
network growth 
terminal sites overall have increased by 98 to 35596
in the uk and ireland site numbers have expanded by 2172 
an increase of 9 in 8838 of these sites we provide debit 
and credit card acceptance including the capability for retailers 
to accept convenient contactless card transactions during the 
year we continued to roll out our ppos integrated solution to 
retailers which combines a virtual terminal our software on the 
retailer’s till system with a plugin reader to provide the service 
at lower cost as well as enhancing our service to retailers this 
allows us to redeploy terminals for use in romania in addition 
to these 6015 ppos solutions there were 7874 broadband 
enabled terminals which offer a faster service than pstn 
enabled terminals for transactions where the terminal has to 
contact the client’s host at 31 march 2014
in romania we increased the number of terminal sites by  
1015 in the period
mobile and online
52 weeks
ended 
31 march 
2014
53 weeks
ended 
31 march
 2013
increase 

transactions         ‘000 132150 114143 158
transaction value £000 4902442 4814295 18
revenue               £000 17254 15779 93
net revenue       £000 15092 14014 77
transactions increased by 158 with online transactions of 100 
million up 87 and mobile transactions of 32 million up 437
transaction growth from online services was driven by the 
continued addition of large merchants and the organic growth 
in existing merchants
we have continued to add key mobile parking contracts with 
councils and parking authorities across the uk north america 
and france as we provide a more convenient and cost effective 
method for collecting parking charges
lower growth in transaction value is due to a decrease in 
average online transaction values of 69 to £4805  
2013 £5159  mobile transaction values also increased by less 
than volume growth with average transaction value down over 
the prior period as newer clients’ parking charges were lower 
than existing clients
strong growth in mobile revenue and net revenue was offset 
by a fall in online revenue due to the prior period impact of 
oneoff software development income and the extra week of 
trading online revenue growth was also less than transaction 
and value growth due to higher transaction growth in some 
larger merchants which benefit from lower pricing
mobile revenues and net revenues have grown increasingly 
strongly justifying the continued expenditure in technology 
product development sales and marketing to take this early 
stage venture forward
adaptis solutions limited was acquired on 3 february 2014 
and is included in the mobile and online performance although 
volumes and revenues have not been material in the period 
since acquisition
financial review
income statement
revenue for the period was 17 higher at £2122 million  
2013 £2085 million from growth across the majority of 
services cost of sales reduced to £1152 million  
2013 £1189 million  the cost of mobile topups in ireland 
and romania
1
 has fallen to £313 million 2013 £320 million 
retailers’ commission decreased to £649 million  
2013 £691 million as a result of lower mobile topup 
commission these reductions in costs were offset by higher 
depreciation on increased capital expenditure  gross profit 
margin improved to 457 2013 430 mainly as a 
consequence of the reduction in the cost of sales
net revenue
2
 of £1137 million 2013 £1057 million was 
up 77 from the growth in bill payment retail services and 
mobile parking
operating costs administrative expenses increased 105 to 
£527 million 2013 £477 million reflecting
• the increasing cost of it operations and development 
required to support new products and improve the efficiency 
of it delivery and
• the continued investment in mobile and online to support 
our focus on these fast moving markets
operating costs included £02 million of expenditure relating to 
professional fees for the acquisition of adaptis solutions limited 
in february 2014
we plan to continue to increase expenditure in mobile and 
online in the current year
our share of the profit in our parcels joint venture collect was 
£09 million 2013 £10 million loss  the integration of new 
merchants heightened consumer awareness growth in activity 
from existing clients and improvements in service levels for peak 
trading all helped to drive up revenues which led to the business 
becoming profitable
operating margin
3
 rose to 399 2013 388 as a 
consequence of the improvement seen in collect profitability
profit before tax was £460 million 2013 £413 million 
an increase of 115 and included a £07 million profit on 
disposal of a small investment the tax charge of £101 million 
we added over 590 new merchants for online payments  
during the year and the overall reduction in merchants since  
31 march 2013 is largely the result of the churn of low  
volume merchants
we added collect sites as transaction volumes increased  
there is high demand among retailers for this service
analysis of sites
 
31 march 
2014
31 march
 2013
increase
decrease

uk  ireland terminal sites 27242 25070 87
romania terminal sites 8354 7339 138
total terminal sites 35596 32409 98
online merchants 5168 5511 62
collect sites 5582 5255 62
1   in ireland and romania paypoint is principal in the sale of mobile topups and accordingly the face value of the topup is included in sales and the corresponding 
costs in cost of sales
2   net revenue is revenue less the cost of mobile topups where paypoint is principal sim cards and other costs incurred by paypoint which are recharged to clients and 
merchants these costs include retail agent commission card payment merchant service charges and costs for the provision of call centres for mobile parking clients  
net revenue is a measure which the directors believe assists with a better understanding of the underlying performance of the group
3   operating profit including our share of joint venture results and excluding exceptional costs relating to the cost of acquisitions as a percentage of net revenue 10 paypoint plc annual report 2014
strategic report
2013 £103 million represents an effective rate of 219 
2013 250 the reduction in tax rate reflects the decrease 
in the uk corporate tax rate the use of past losses to be offset 
from current and future profits in romania and the benefit of 
higher than expected research and development claims relating 
to prior periods  the reduction in uk corporation tax nominal 
rate to 21 became effective after the year end
statement of financial position
net assets of £1036 million 2013 £1059 million reflect a 
strong financial position including cash of £416 million  
2013 £466 million and no debt
cash flow
cash generated by operations was £558 million 2013 £507 
million reflecting strong conversion of profit to cash corporation 
tax of £103 million 2013 £106 million was paid capital 
expenditure of £113 million 2013 £97 million comprised 
expenditure on it infrastructure developments for new products 
terminals atms and prepaid energy card and key readers for ppos 
paypoint point of sale the software version of our terminal that 
can be loaded onto retailers’ till systems the amount paid for the 
acquisition of adaptis in the year was £32 million share incentive 
schemes settled in cash absorbed £53 million 2013 nil equity 
dividends paid were £316 million 2013 £190 million which 
included a 150p per share special dividend in total £102 million 
cash and cash equivalents were £416 million including client 
cash of £65 million and cash in romania of £135 million lower 
than £466 million including client cash of £70 million and cash 
in romania of £70 million at 31 march 2013 mainly because of 
the payment of the special dividend the increased cost of the share 
incentive schemes which vested in the period and the acquisition 
of adaptis
economic profit
paypoint’s economic profit operating profit less tax and 
capital charge was £281 million 2013 £240 million an 
increase of 170
dividend
we propose to pay a final dividend of 239p per share on  
24 july 2014 2013 202p to shareholders on the register 
on 27 june 2014 subject to the approval of the shareholders 
at the annual general meeting an interim dividend of 114p 
2013 102p was paid on 19 december 2013 making a total 
dividend for the period of 353p 2013 304p excluding the 
150p special dividend paid with the final dividend in 2013 up 
161 in line with earnings
liquidity and going concern
the group has cash of £416 million including client cash of 
£65m and had at the period end an undrawn unsecured 
loan facility of £35 million which has an unexpired term of two 
years cash and borrowing capacity is adequate to meet the 
foreseeable needs of the group taking account of risks pages 
11 and 12 the financial statements have therefore been 
prepared on a going concern basis
financing and treasury policy
the financing and treasury policy requires a prudent approach to 
the investment of surplus funds external financing settlement 
foreign exchange risk and internal control structures the policy 
prohibits the use of financial derivatives and sets limits for gearing
review of business continued
charitable donations
during the year the group made charitable donations of £23879 
2013 £23808 to charities serving the communities in which the 
group operates we encourage employees to raise funds for charity 
and the company matches funds raised by the employees subject 
to certain limits
our uk retail network acted as a collection agent for the bbc’ s 
children in need telethon
employees
our success depends upon the continuing support and 
commitment of all our staff we would like to take this 
opportunity to thank paypoint’s employees for their commitment 
energy and enthusiasm in the delivery of these results
economic climate
the company’s bill and general payments service which 
accounts for 475 2013 477 of our net revenue has 
continued to be resilient as consumers’ discretion in expenditure 
is limited for essential services and our service continues to be 
popular utility providers continue to install new prepay gas and 
electricity meters which will have a beneficial impact on our 
transaction volumes the online payment market continues to 
grow substantially there has been an adverse impact on our 
mobile topups as mobile operators continue to offer more 
airtime at lower cost and to promote prepay less than contract 
mobile and online is able to offer parking authorities a more 
cost effective collection system for parking compared to pay and 
display machines 
paypoint’s exposure to retail agent debt in the uk and ireland is 
limited as credit granted to retail agents is restricted by daily direct 
debiting for all uk and irish transactions other than epos mobile 
topups which are collected weekly there is some concentration 
of risk in multiple retail agents  most of paypoint’s clients in the 
uk other than for topups bear the cost of retail agent bad debt 
in paypoint romania the risk of bad debt lies with the company 
in mobile and online exposure is limited to receivables from 
online merchants for fees except in the case of bureau online 
merchants where paypointnet retains credit risk on merchant 
default for credit card charge backs a risk mitigated in part by 
cash retention and to receivables from parking authorities
trends and factors on future 
development 
for the current financial year trading is in line with the 
company’s expectations our retail networks in the uk and 
romania should continue to deliver profitable growth from our 
strong client base and breadth of services we will continue 
to invest in network expansion innovative technology and 
new services to improve the quality of these retail networks 
to enhance their competitive advantages and our retail yield  
mobile and online is an essential element of our strategy to 
provide multichannel payments and services placing us in fast 
growing markets and providing a bridge from cash to electronic 
payments together our businesses provide a strong foundation 
to deliver value for our shareholders paypoint plc annual report 2014 11
strategic report
risks and uncertainties
paypoint’s business financial condition or operations could be materially and adversely affected by the risks summarised below 
although management takes steps to mitigate risks where possible or where the cost of doing so is reasonable in relation to the 
probability and seriousness of the risk it may not be possible to avoid the crystallisation of some or all of such risks the group’s risk 
management policies and procedures are also discussed in the governance statement on page 20
risk area potential impact mitigation strategies
loss or inappropriate usage  
of data
the group’s business requires the appropriate 
and secure use of consumer and other sensitive 
information mobile telephone and internetbased 
electronic commerce requires the secure transmission 
of confidential information over public networks 
and several of our products are accessed through the 
internet fraudulent activity or security breaches in 
connection with maintaining data and the delivery of 
our products and services could harm our reputation 
business and operating results
the group has established rigorous information 
security antifraud and whistleblowing standards 
procedures and recruitment and training schemes 
which are embedded throughout its business 
operations the group also screens new employees 
carefully continued investments are made in it 
security infrastructure including the significant use 
of data and communications encryption technology
dependence upon third parties 
to provide data and certain 
operational services
the group’s business model is dependent upon third 
parties to provide operational services the loss of 
which could significantly impact the quality of our 
services similarly if one of our outsource providers 
including third parties with whom we have strategic 
relationships were to experience financial or 
operational difficulties their services to us would 
suffer or they may no longer be able to provide 
services to us at all significantly impacting delivery of 
our products or services
the group selects and negotiates agreements with 
strategic suppliers and agents based on criteria 
such as delivery assurance and reliability  single 
points of failure are avoided where practicable 
and economically feasible controls are continually 
reviewed and improved to minimise risk of retailer 
churn caused by financial loss to retailers through 
fraudulent third party activity
exposure to legislation or 
regulatory reforms and risk of 
noncompliance
the group is largely unregulated by financial services 
regulators although in the uk we are seeking 
payment institution status for prefunded cash payments 
to consumers and to allow the online business to 
act as a master merchant for sme online merchants 
the group’ s agents which offer money transfer are 
licensed as money service businesses by hmrc our 
mobile and online business is subject to payment card 
industry data security standards regulated by the card 
schemes regulatory reform could increase the cost 
of the group’ s operations or deny access to certain 
territories in the provision of certain services  non
compliance with law regulation privacy or information 
security laws could have serious implications in cost and 
reputational damage to the group
the group’s legal department works closely with 
senior management to adopt strategies to educate 
legislature regulators consumer and privacy 
advocates and other stakeholders to support the 
public policy debate where appropriate to ensure 
regulation does not have unintended consequences 
over the group’s services the group has in place 
a business ethics policy which requires compliance 
with local legislation in all the territories in 
which the group operates  a central compliance 
department coordinates all compliance monitoring 
and reporting managing and finance directors are 
required to sign annual compliance statements
interruptions in business 
processes or systems
the group’s ability to provide reliable services 
largely depends on the efficient and uninterrupted 
operation of our computer network systems 
financial settlement systems data and call centres as 
well as maintaining sufficient staffing levels system 
or network interruptions recovery from fraud or 
security incidents or the unavailability of key staff or 
management resulting from a pandemic outbreak 
could delay and disrupt our ability to develop deliver 
or maintain our products and services causing harm 
to our business and reputation and resulting in loss 
of customers or revenue
comprehensive business continuity plans and 
incident management programmes are maintained 
to minimise business and operational disruptions 
including fraudulent activity system failure or 
pandemic incidents support arrangements have 
been established with third party vendors and there 
are strict standards procedures and training schemes 
for business continuity 
dependence on recruitment 
and retention of highly skilled 
personnel
the ability of the group to meet the demands of the 
market and compete effectively is to a large extent 
dependent on the skills experience and performance 
of its personnel demand is high for individuals with 
appropriate knowledge and experience in payments 
it and support services the inability to attract 
motivate or retain key talent could have a serious 
consequence on the group’s ability to service client 
commitments and grow our business 
effective recruitment programmes are ongoing 
across all business areas as well as personal and 
career development initiatives the executive 
management reviews talent potential at quarterly 
meetings compensation and benefits programmes 
are competitive and also reviewed regularly 12 paypoint plc annual report 2014
strategic report
risks and uncertainties continued
risk area potential impact
mitigation strategies
technology change may render 
products obsolete
there are rapid changes in technology in the 
payments industry including the development of 
new payment methods particularly on smart phones 
and tablets but also as a consequence of technology 
changes in other areas eg smart meters which 
will replace the use of the energy keys and gas cards 
currently used to pay for prepaid energy
it development resource is directed at a group level 
and developments are in hand to ensure the group has 
relevant products in place to meet the demands brought 
about by changing technology for smart meters a 
multichannel product is under development
exposure to materially adverse 
litigation
the group contracts with a number of large service 
organisations for which it provides services essential 
to their customers  failure to perform in accordance 
with contractual terms could give rise to litigation
the group seeks to limit exposure in its contracts  
mitigating actions are taken where contractual 
exposures are above the norm including  
insurance coverage where appropriate and 
economically sustainable
exposure to country and 
regional risk political financial 
economic social in north 
america united kingdom 
romania france and ireland
the group’s geographic footprint subjects its 
businesses to economic political and other risks 
associated with international sales and operations 
a variety of factors including changes in a specific 
country’s or region’s political economic or regulatory 
requirements as well as the potential for geopolitical 
turmoil including terrorism and war could result 
in loss of services prevent our ability to respond to 
agreed service levels or fulfil other obligations these 
risks are generally outside the control of the group
the group’s portfolio is diversified by geography by 
product by sector and by client in order to protect 
itself against many of these fluctuations especially 
those that are restricted to individual territories and 
market sectors although the bulk of its operations 
and revenues are uk based
exposure to consolidation 
among clients and markets
consolidation of retailers and clients could result 
in reductions in the group’s revenue and profits 
through price compression from combined service 
agreements or through a reduced number of clients
no single client accounts for more than 9 of the 
group’s net revenue and no single retailer accounts 
for more than 5 of the group’s net revenue 
which reduces the probability of this potential risk 
having a significant impact on the group’s business 
in addition the group continues to expand in its 
developing businesses and in cashout reversing the 
flow of money through its retail networks
acquisitions may not meet 
expectations
the group’ s acquisitions strategic alliances and joint 
ventures may result in financial outcomes that are 
different than expected
the group assesses all acquisitions rigorously using 
both inhouse experts and professional advisers 
in addition the group conducts regular reviews to 
monitor performance
exposure to the unpredictability 
of financial markets foreign 
exchange interest rate and 
other financial risks
as the group operates on an international basis it 
is exposed to the risk of currency fluctuations and 
the unpredictability of financial markets in which 
it operates
the group’s financial risk management focuses on 
the unpredictability of financial markets and seeks to 
minimise potentially adverse effects on the group’s 
financial performance
exposure to increasing 
competition
the group operates in a number of geographic 
product and service markets that are highly 
competitive and subject to technological 
developments for example the introduction 
of smart meters and new payment solutions 
competitors may develop products and services that 
are superior to ours or that achieve greater market 
acceptance than our products and services which 
could result in the loss of clients merchants and 
retailers or a reduction in revenue
the group is committed to continued research and 
investment in new data sources people technology 
and products to support its strategic plan
loss or infringement of 
intellectual property rights
the group’s success depends in part upon 
proprietary technology and related intellectual 
property rights some protection can be achieved 
but in many cases little protection can be secured 
third parties may claim that the group is infringing 
their intellectual property rights or our intellectual 
property rights could be infringed by third parties if 
we do not enforce or defend the group’s intellectual 
property rights successfully our competitive position 
may suffer which could harm our operating results
the group where appropriate and feasible relies 
upon a combination of patent copyright trademark 
and trade secret laws as well as various contractual 
restrictions to protect our proprietary technology and 
continues to monitor this situation the group also 
vigorously defends all third party infringement claims
data centre security breaches the group is highly dependent on information 
technology networks and systems to process 
transmit and store electronic information 
fraudulent or unauthorised access including 
security breaches of our data centres could create 
system disruptions shutdowns or unauthorised 
disclosure of confidential information
the group’s data centres are protected against 
physical breakins the group has strict standards 
and procedures for security and fraud prevention paypoint plc annual report 2014 13
strategic report
environmental matters employees social
community and human rights
paypoint is committed to dealing fairly and with a high level of integrity with all its stakeholders including clients retailers 
merchants consumers local communities employees and shareholders we comply with statutory obligations in all areas and 
subject our practices to high levels of scrutiny we publish results twice each year and provide two interim management statements 
complying with reporting and disclosure obligations this report sets out our approach and the way we measure our success in 
dealing with each group of stakeholders
clients and 
merchants
retailers and 
consumers
local communities shareholders
information 
on 
stakeholders
over 6000 clients and 
online merchants in  
six countries
over 35000 retailers 
in three countries and 
provide a service to 
millions of consumers
where our employees 
live and work
537 shareholders at  
31 march 2014
impact provision of convenient 
services for consumer 
payments
to provide stable reliable 
and a broad range of 
services to help generate 
consumer footfall for 
retailers who serve  
their communities
financial support to 
local charities
maximise shareholder 
return
engagement provision of a high 
standard of service to 
our clients and open 
communication client 
contracts contain service 
level agreements which 
are set to a high standard 
specific performance 
is measured for key 
elements including system 
availability and file delivery 
we seek to provide an 
unparalleled service to our 
retailers and consumers
staff are encouraged to 
nominate local charities 
and fund raising events 
paypoint has adopted a 
charitable giving policy 
which supports the local 
communities in which its 
employees live and work 
by matching funds raised 
by employees subject to 
certain limits
paypoint focuses 
on maximising 
economic value
how we 
interact and 
support the 
stakeholders
communication  major 
clients have regular review 
meetings with dedicated 
sector managers
in the uk terminal 
availability is over 99 
and when a terminal 
needs to be replaced it is 
achieved within four hours 
across the uk in 97 
of cases the breadth 
of products offered by 
paypoint is greater than 
any other network 
an annual retailer 
survey is carried out to 
understand how we can 
improve our service we 
also invite retailers to 
attend an annual forum to 
discuss new products and 
obtain retailer feedback
major multiple retailers 
have regular review 
meetings with dedicated 
account managers
during the period 
paypoint donated 
£23879 to local and 
national charities which 
was supplemented by 
employees who also 
donate to some of  
these charities through 
various schemes 
we offer our network to 
collect for certain charities 
free of charge including 
the bbc’s children in 
need telethon
31 of paypoint’s atm 
network is ‘speech
enabled’ the largest 
proportion of an 
independent network in 
the uk this achievement 
was recognised with an 
‘exemplar’ award by the 
royal national institute of 
blind people in june 2013
paypoint sponsors a 
category award at the 
hertfordshire community 
awards recognising 
exceptional service in the 
community in which many 
of our employees live
shareholders are invited to 
attend the annual general 
meeting and major 
shareholders are visited 
twice a year to discuss the 
group’s results
paypoint has been 
a constituent of the 
ftse4good index  
since 2008 14 paypoint plc annual report 2014
strategic report
environmental matters employees social
community and human rights continued
environment 
paypoint’s main impact on the environment stems from our use 
of resources to run offices in the uk ireland romania canada 
and france and our communications with our retailers 
we measure our carbon footprint in accordance with the green 
house gas ghg protocol this allows us to monitor by region 
our carbon footprint and implement where practical targets to 
reduce our carbon footprint
the two primary sources of paypoint’s carbon emissions are 
business travel and energy consumption we visit existing and 
prospective retailers in the uk ireland and romania routes are 
preplanned to ensure efficiency where possible management 
regularly visits our businesses to review and improve 
performance we aim to avoid unnecessary travel energy 
consumption arises from our offices in the uk romania and 
canada we have a cycle to work scheme for our uk employees  
we encourage employees not to print unless necessary and our 
board papers are sent electronically rather than printed and sent 
by post
paypoint’s services help consumers to reduce the number of 
unnecessary car journeys through the convenience of our 
outlets which are usually available within a short walking 
distance collect consolidated over 13m parcels into 15m 
store visits in the last year saving millions of van deliveries to 
each consumer’s home address
we recycle wherever possible including paper cans plastic 
cups cardboard toners and print cartridges we also recycle 
computer equipment this has resulted in an increase in the 
proportion of waste recycled to 54 of all waste generated 
2013 53 total waste has increased in the year due to the 
rise in employee numbers and head office locations as the 
business has grown 
52 weeks
ended
31 march
2014
tonnes
53 weeks
ended
31 march
2013
1
tonnes change 
waste
landfill 154 139 108
recycled 184 156 179
total 338 295 146
 recycled 544 529 15 ppts
1   the waste numbers shown for the prior period have been restated to reflect 
additional landfill data now captured
ghg emissions
in this section we report on all required greenhouse gas ghg 
emissions in accordance with the companies act 2006 strategic 
report and directors’ report regulations 2013 
we report using a financial control approach to define our 
organisational boundary a range of approaches can be taken to 
determine the boundaries of an organisation for the purposes 
of ghg reporting including ‘financial control’ ‘operational 
control’ or ‘equity share’  
the methodology used to calculate our emissions is based 
upon the “environmental reporting guidelines including 
mandatory greenhouse gas emissions reporting guidance” 
june 2013 issued by defra which make it clear that in most 
cases whether an operation is controlled by the organisation 
or not does not vary based on whether the financial control or 
operational control approach is used the 2013 uk government 
ghg conversion factors for company reporting have been 
used to calculate our emissions based on data gathered from 
each of our business units
global ghg emissions data for the year is as follows
impact units
52 weeks
ended
31 march
2014
53 weeks
ended
31 march
2013
scope 1 direct emissions 
from fuel combustion
tonnes  
co
2
e 357 474
scope 2 indirect emissions 
from purchased electricity 
heat and cooling
tonnes 
co
2
e 1256 1308
scope 3 business travel 
waste and water
tonnes 
co
2
e 932 791
total 2545 2573
intensity measurement 
total tonnes of co
2
e  
per employee
1
24 29
1   we have used the average number of employees to calculate our intensity 
measure as the majority of our emissions are directly related to business travel 
and energy consumption at our head office locations
human rights
paypoint supports fundamental human rights such as the 
right to privacy safety and to be treated fairly with dignity and 
respect our employment standard sets out our commitment 
to good employment practices and the principles to govern 
the practices adopted in each of our businesses all employees 
have a right to safe conditions of work consideration of their 
welfare fair terms of employment reward and treatment 
clarity and openness about what is expected paypoint offers an 
environment where all are treated equally and which is free from 
discrimination in respect of gender ethnicity religion sexual 
orientation age or disability
employees
paypoint employed on average 687 members of staff 
during the period we operate an equal opportunities 
policy paypoint’s culture is one of openness honesty and 
accountability and we recognise that all employees play a part 
in delivering the group’s performance
paypoint seeks to improve its employees’ working environment 
employees are invited to participate in two staff meetings a 
year where the directors present the performance of the group 
overseas offices participate by webcam in addition there are 
a variety of management presentations to employees on key 
points of topical interest and functional meetings take place 
throughout the year at our various offices paypoint believes 
that keeping its employees informed of new developments 
and products as well as the financial performance of the group 
motivates the employees and helps them understand the 
group’s progress towards its goals and objectives
paypoint’s employment policies are designed to attract retain 
and motivate the best people all staff are given two appraisals 
per annum which cover performance management employee 
development training and succession planning where applicable 
training is undertaken locally and all employees are given equal 
opportunities to develop their experience and their careers paypoint plc annual report 2014 15
strategic report
paypoint’s employees
uk rest of the world
3
52 weeks 
ended 
31 march 
2014
53 weeks 
ended 
31 march 
2013
52 weeks 
ended 
31 march 
2014
53 weeks 
ended 
31 march 
2013
general
1
average 
number of staff 
employed during 
the period 512 464 175 156
average length 
of service 5 years 5 years 2 years 2 years
average staff 
turnover during 
the period 21 23 9 17
sickness absence 
rate 16 15 15 11
 working  
parttime 10 9 4 2
gender diversity
1
number 
of women 
employed 193 198 69 59
 of all 
employees 41 43 39 38
number of men 
employed 319 266 106 97
 of all 
employees 59 57 61 62
paypoint plc 
directors
number 
of women 
employed    
 of paypoint 
plc directors 0 0  
number of men 
employed 10 9  
 of paypoint 
plc directors 100 100  
senior 
management
number 
of women 
employed 2 2  
 of senior 
management 22 22 0 0
number of men 
employed 7 7 1 1
 of senior 
management 78 78 100 100
environmental matters employees social
community and human rights continued
employees in the uk ireland north america and romania 
are asked annually to complete an anonymous employee 
engagement survey which covers a wide range of subjects 
including goal clarity employee involvement job satisfaction 
learning and development and management effectiveness  
this survey is used to agree with employees the actions 
necessary for improvement
paypoint has the following policies in place
equal opportunities  we treat job applicants employees 
and temporary staff equally regardless of their sex sexual 
orientation age race ethnic origin or disability it is also the 
group’s policy to retain employees who may become disabled 
while in service and provide appropriate training as necessary
whistleblowing  we are committed to ensuring that 
malpractice is prevented and immediately dealt with should it 
arise we encourage employees to raise their concerns about 
any malpractice promptly and we have an established procedure 
for raising any such concerns
health and safety  we recognise that effective health and 
safety management is fundamental to running a successful 
business we are committed to operating high standards 
designed to minimise the risk of injuries and ill health to 
employees contractors visitors and others who come into 
contact with the business so far as is reasonably practicable
disciplinary and grievance procedures  we provide a fair 
and consistent method of dealing with disciplinary problems 
and treat misconduct with appropriate action we ensure that 
we treat any grievance an employee may have relating to their 
employment in a fair and reasonable manner
bullying and harassment  we promote a working 
environment free of harassment and individuals who believe 
that they are being subjected to any form of harassment are 
encouraged to come forward to have the issue resolved 
business ethics  we set out clear standards for ethical 
relationships and conduct to be maintained by employees and 
subcontractors and conduct our business in accordance with 
the highest ethical standards we do not offer or accept any 
bribes and
training and development  all employees meet twice a 
year with their line manager to discuss performance and 
any development needs training is provided either inhouse 
or externally we also sponsor employees through further 
professional and technical qualifications we promote internally 
where appropriate
1  numbers based on employees employed at the end of each month
2  senior management includes the group executive managing directors  
the group hr director and group head of legalcompany secretary
3  rest of the world includes ireland romania canada and france 16 paypoint plc annual report 2014
strategic report
environmental matters employees social
community and human rights continued
paypoint’s employees  continued
uk rest of the world
3
52 weeks 
ended 
31 march 
2014
53 weeks 
ended 
31 march 
2013
52 weeks 
ended 
31 march 
2014
53 weeks 
ended 
31 march 
2013
ethnic 
minorities
1
 of all 
employees 25 24 9 8
 of 
management 
grades 3 3 10 6
disabled 
employees
1
 of all 
employees 1 0 0 0
age profile
1
 
employees under 
25 54 54 13 12
employees 25 
to 29 88 90 38 36
employees 30 
to 49 282 262 117 107
employees 50 
and over 88 66 7 3
1  numbers based on employees employed at the end of each month
2  senior management includes the group executive managing directors the 
group hr director and group head of legalcompany secretary
3  rest of the world includes ireland romania canada and france
approved by the board of directors and signed on behalf of  
the board
dominic taylor
chief executive
29 may 2014 paypoint plc annual report 2014 17
governance
governance
the directors recognise the importance of sound corporate 
governance whilst taking into account the size and nature of the 
company the company has complied with the revised version of 
the uk corporate governance code the code as issued by the 
financial reporting council for the year ended 31 march 2014  
a copy of which can be found at 
wwwfrcorgukcorporateukcgcodecfm other than in respect of 
the requirement to perform an external evaluation of the board 
every three years the rationale for the delay in the external 
evaluation is dealt with later in this governance report
this statement describes how the principles of corporate 
governance in the code are applied by the company
the board
the board currently comprises ten directors david newlands 
the nonexecutive chairman warren tucker the nonexecutive 
chairman designate three executive directors dominic taylor 
george earle and tim watkinrees and five nonexecutive 
directors eric anstee david morrison andrew robb stephen 
rowley and nick wiles 
having served as chairman of the board since 1998 david 
newlands has elected to retire from the board at the annual 
general meeting on 23 july 2014 warren tucker was appointed 
to the board on 5 february 2014 and subject to election by 
shareholders will succeed david newlands as chairman with 
effect from the conclusion of the annual general meeting  
further information about the appointment of warren tucker is 
provided in the nomination committee report   
the board considers that warren tucker eric anstee andrew 
robb stephen rowley and nick wiles are independent for the 
purposes of the code david newlands was considered to be 
independent on appointment
the chairman is responsible for the leadership of the board and 
ensuring the effectiveness on all aspects of its role the board 
is comprised of an appropriate balance of skills experience 
independence and knowledge which enables it to discharge its 
responsibilities effectively the balance of independence creates 
an environment that encourages the effective challenge and 
development of proposals on strategy all the nonexecutive 
directors bring considerable knowledge and experience to board 
deliberations nonexecutive directors do not participate in any of 
the company’s share schemes or bonus schemes and their service 
is nonpensionable the balance and independence of the board 
is kept under review by the nominations committee 
biographical details of each of the current serving directors are set 
out on page 21 procedures exist to allow the directors to seek 
independent professional advice in respect of their duties at the 
company’s expense where the circumstances are appropriate all 
directors have access to the company secretary
the terms and conditions of appointment of the nonexecutive 
directors and the executive directors’ service contracts are available 
for inspection at the company’ s registered office during normal 
business hours and will be available at the annual general meeting
the chairman david newlands chairs board meetings and 
regularly consults with the executive directors regarding 
ongoing business his other significant commitments are 
disclosed in his biography on page 21 the board considers 
that these commitments do not hinder his ability to discharge 
his responsibilities to the company and its subsidiaries the 
group effectively
the directors believe it is essential for the company to be led 
and controlled by an effective board which monitors progress 
through monthly reports and management accounts the board 
has a schedule of matters reserved for its approval the most 
significant of these are the approval of
• corporate strategy of the group and the annual operating 
and capital expenditure budgets
• the appointment of the chief executive other directors and 
the company secretary
• major capital investments
• annual and half yearly financial statements
• interim management statements and
• acquisitions and disposals 
the board met six times during the year and all meetings were 
attended by all board members in office at the relevant time 
except that tim watkinrees eric anstee and andrew robb 
were each unable to attend one meeting where a director is 
unable to attend he provides input through discussion with the 
chairman in advance of the meeting
in order for the company to be fully compliant with the code 
an external evaluation of the board was due to take place 
during the year however in view of the recent appointment of 
warren tucker as chairman designate the board considered it 
would be of more value to undertake a formal external board 
evaluation following the 2014 annual general meeting when 
warren tucker will take over the role of chairman the external 
evaluation will be completed during the course of next year 
to enable the board and the new chairman to fully review its 
procedures its effectiveness and development in the financial 
year ahead and to assist the nomination committee in its 
succession planning activities 
in contemplation of the performance evaluation that will 
be performed by an external advisor next year an internal 
performance evaluation of the board its committees and 
individual directors was undertaken during the period there 
were no material changes recommended   
in addition to the evaluation of board members the various 
committees carried out selfassessments to determine whether 
their terms of reference had been satisfactorily fulfilled and how 
their processes could be improved 
the chairman and andrew robb senior independent director 
will both retire at the 2014 annual general meeting warren 
tucker will offer himself for election by shareholders for the first 
time every other member of the board will offer himself for  
reelection the board’s recommendations in respect of the  
reelection of each director can be found in the notice of 
meeting on pages 69 to 82 
the chief executive proactively manages succession planning 
for the executives and senior management team and keeps the 
board updated on developments as necessary 18 paypoint plc annual report 2014
governance
governance continued
conflicts of interest
under the articles of association the board has authority to 
approve any conflicts or potential conflicts of interest that are 
declared by individual directors conditions may be attached to 
such approvals and directors will generally not be entitled to 
participate in discussions or vote on matters in which they have 
or may have a conflict of interest
a register of conflicts is maintained and is reviewed at least 
annually to ensure all details are kept uptodate authorisation 
is sought prior to the appointment of any new director or if any 
new conflicts arise
shareholder relations
the directors consider that the annual report and accounts 
play an important role in providing shareholders with an 
evaluation of the company’s position and prospects the board 
aims to achieve clear reporting of financial performance to all 
shareholders the board acknowledges the importance of an 
open dialogue with its institutional shareholders and welcomes 
correspondence from private investors
we believe that in addition to the annual report and the 
company’s website the annual general meeting is an ideal 
forum at which to communicate with investors and the board 
encourages their participation the senior independent director 
is available to address any unresolved shareholder concerns
the company held briefings with institutional fund managers 
analysts and other investors following the announcement of 
half yearly results and feedback from these has been reported to 
the board meetings have been held at other times during the 
period when appropriate
committees of the board
the following formally constituted committees deal with specific 
aspects of the group’s affairs in accordance with the duties and 
responsibilities formally delegated to them by the board the 
terms of reference for each of the committees are available on 
the company’s website at wwwpaypointcom
nomination committee
the nomination committee comprises eric anstee andrew 
robb stephen rowley david morrison nick wiles warren 
tucker since 5 february 2014 and david newlands who is its 
chairman it met three times during the period and all members 
in office at the relevant time were in attendance david 
newlands did not chair the nomination committee when it was 
dealing with the appointment of his successor
the committee is responsible for considering and making 
recommendations on the appointment of additional directors 
the retirement of existing directors and for reviewing the size 
structure and composition of the board and membership of board 
committees which are considered against objective criteria 
the committee considers the need for progressive refreshment 
and keeps the balance of skills knowledge diversity and 
experience of the board under review during considerations 
on the appointment and retention of nonexecutive directors 
the committee has regard to the need for particularly rigorous 
review and the need to progressively refresh the board where 
terms of appointment are beyond six years in 2014 the 
committee will continue to assess the board’s composition and 
how it can be enhanced diversity will be considered as part of 
this process to ensure candidates are selected from the broadest 
range of talent 
further details on diversity throughout the group can be found 
on pages 15 and 16
the senior independent director would chair discussions relating 
to succession planning for the chairman in which the chairman 
would not take part
during the year an external search was commissioned using an 
independent executive search firm egon zehnder which has no 
other connection with the company to search for a chairman 
designate pending the retirement of david newlands from the 
board at the 2014 annual general meeting warren tucker 
was identified as the strongest candidate for the role and was 
subsequently recommended to the board by the nomination 
committee on the basis that he met the desired criteria
since the year end the committee has commissioned egon 
zehnder to search for an independent nonexecutive director 
to replace andrew robb as senior independent director and 
chairman of the remuneration committee andrew robb will 
retire from the board at the 2014 annual general meeting after 
nine years the search process is being conducted in line with 
the appropriate guidelines on diversity and is well advanced
audit committee
the audit committee comprises eric anstee andrew robb 
stephen rowley and nick wiles the board considers eric 
anstee who is chairman of the audit committee to have 
recent and relevant financial experience in accordance with the 
code full biographical details of each of the current committee 
members including relevant financial experience are set out on 
page 21 
the key responsibilities of the audit committee are as follows 
• monitoring that the financial performance of the group is 
properly measured and reported
• reporting to the board on the appropriateness of the 
significant accounting policies and practices of the group
• considering and making recommendations to the board on 
the nature and extent of the significant risk the group is 
willing to take in achieving its strategic objectives
• overseeing the relationship with the external auditor and the 
quality of the internal and external audit processes
• reviewing the internal financial controls and internal control 
and risk management systems of the group
• monitoring and reviewing the effectiveness of the 
arrangements for internal audit including its remit and 
programme and ensuring that it is adequately resourced and 
• advising the board on whether the committee believes 
the annual report and accounts taken as a whole is fair 
balanced and understandable and provides sufficient 
information to enable shareholders to assess the group’s 
performance business model and strategy 
the committee continues to keep its activities under review in 
the light of regulatory and market developments and met six 
times during the period all members were in attendance with 
the exception of eric anstee and andrew robb who were each 
unable to attend one of the meetings  in both cases each of 
the directors reviewed all relevant papers and provided input 
through discussion with the group finance director in advance 
of the meeting by invitation during the year meetings were also 
attended by the chairman and nonexecutive directors the chief 
executive group finance director business development director 
and the group financial controller our external auditor deloitte 
llp and internal auditor kpmg llp attended as appropriate  paypoint plc annual report 2014 19
governance
governance continued
in order to maximise its effectiveness and as part of the 
process of working with the board the committee meetings 
generally take place on the same day and prior to the company 
board meetings where all the board members have not been 
in attendance at an audit committee meeting either as a 
member of the committee or by invitation the chairman of the 
committee reports to the board as part of a separate agenda 
item on the activity of the committee
in contemplation of its key responsibilities during the period 
the committee reviewed reports from the auditor relating to the 
group’s accounting and internal controls advised the board on 
the appointment performance independence and objectivity of 
the auditor and the internal auditor reviewed the effectiveness 
of the group’s systems of internal control including fraud 
prevention reviewed the appropriateness of the internal audit 
programme and the reports of the internal auditors and other 
independent audits by clients link and bsi
the significant issues considered by the committee in relation to 
the 2014 accounts and how these were addressed were
• goodwill impairment and disclosure 
the judgments in relation to the impairment of goodwill largely 
relate to the value in use of the businesses acquired and in 
particular the combination during the period under review 
of paypointnet paybyphone and the newly acquired adaptis 
into mobile and online forecasts used for the valuations are 
consistent with those prepared for business planning purposes 
including the setting of targets for management incentives  
the committee scrutinises these forecasts and challenges the 
assumptions with management the forecasts include targets 
for the sale of new products and services to new clients over 
which there is inherent uncertainty in addition the committee 
receives extensive reports from the auditors on these valuations  
sensitivity analysis is performed to understand whether the 
headroom the amount by which the value in use would have 
to fall to cause impairment is adequate and proper disclosure 
is made in the financial statements the committee challenged 
the combination of business into mobile and online and is 
satisfied that it is appropriate as forecast revenue attributed 
to new products and for new clients has been prepared on a 
group basis for mobile and online and cannot be distinguished 
between paypointnet paybyphone and adaptis  
• revenue recognition 
we have reviewed the recognition of income to ensure that 
the approach adopted is appropriate and consistent  most of 
the group’s revenue is transactionbased and recognised on 
the basis of completed transactions  we have challenged the 
basis of nontransactionbased recognition where judgment 
is applied the largest instance of this is the simple payment 
service setup fee the final tranche of which was taken to 
income last year  the committee also receives reports from the 
auditor on income recognition which it discusses with them 
• taxation 
judgment on taxation includes the recognition of losses  there 
were brought forward losses at the start of last year available 
for offsetting profit in the year and future years the audit 
committee considers the losses any time restrictions for their 
use and the financial forecasts prepared by management and 
management’s views on the potential use of such losses and 
those it would be appropriate to recognise in the period under 
review the committee also receives reports from the auditor 
and discusses the recognition of losses with them
external audit
deloitte llp has been the external auditor for the group since 2001 
following a formal tender process the appointment of deloitte llp 
as external auditor including the rotation of the audit partner is 
kept under annual review the current lead audit partner has been 
in place for four years  an annual review of the effectiveness of the 
external audit is undertaken by the committee 
the effectiveness of the audit process is underpinned by 
appropriate audit planning and risk identification at the outset 
of the audit cycle the auditor provides a detailed audit plan 
identifying its assessment of the risks and other key matters 
for review for the year ended 31 march 2014 the primary 
risks identified were goodwill impairment revenue recognition 
and taxation the committee reviews and challenges the work 
undertaken by the auditor to test management’s assumptions 
on these matters an assessment of the effectiveness of the 
audit process in addressing these items is performed through 
the reporting received from the auditor at the halfyear and year 
end the committee seeks feedback from management on the 
effectiveness of the audit process no significant issues were 
raised with respect to the audit process for the period and the 
quality of the audit process was assessed to be good
the audit committee meets the external auditor without the 
executive directors being present and procedures are in place 
which allow access at any time of both external and internal 
auditor to the audit committee the chairman of the committee 
reports the outcome of each meeting to the board
the committee’s assessment of the external auditor’s 
performance and independence if satisfactory underpins its 
recommendation to the board to propose to shareholders 
the reappointment of deloitte llp as auditor based on the 
committee’s assessment the committee has provided the 
board with its recommendation to the shareholders on the 
reappointment of deloitte llp as external auditor for the year 
ending 31 march 2015 there are no contractual obligations 
restricting the committee’s choice of auditor a resolution for  
reappointment of the auditor will be proposed at the 
forthcoming annual general meeting the notice for which can 
be found on pages 69 to 82 20 paypoint plc annual report 2014
governance
governance continued
nonaudit services
the committee considered the level of nonaudit fees for 
services provided by the auditor in order to satisfy itself that 
auditor independence is safeguarded the group has a policy 
which prohibits the auditor providing certain services which 
might impair its independence the committee monitors 
compliance with the policy safeguarding the independence of 
the external auditor the policy also prescribes that any non
audit services to be performed by the auditor in any one year 
excluding tax are to be provisionally capped at an aggregate 
total equivalent to the level of the annual audit fee any 
proposal to use the auditor for nonaudit services exceeding this 
will be subject to the prior approval of the audit committee in 
determining the most appropriate provider of nonaudit services 
the committee will consider the knowledge and expertise of the 
potential providers and the proposed costs nonaudit services 
will only be undertaken by the auditor where it is deemed  
to be the preferred provider and the provision of services poses 
no threat to its independence details of the remuneration paid 
to the auditor for the statutory audit and nonaudit services 
which normally are limited to assurance and tax advice are set 
out in note 5
risk management and internal control
the directors are responsible for establishing and maintaining 
the group’s system of internal control and for regularly reviewing 
its effectiveness procedures have been designed to meet 
the particular needs of the group and its risks safeguarding 
shareholders’ investments and the company’s assets such a 
system is designed to manage rather than eliminate the risk 
of failure to achieve business objectives and can only provide 
reasonable and not absolute assurance against material 
misstatement or loss there is an ongoing process of identifying 
evaluating and managing the significant risks faced by the group 
all procedures necessary to comply with the frc’s ‘internal 
control revised guidance for directors on the combined code’ 
have been in place throughout the period under review and 
up to the date of approval of the annual report and financial 
statements the directors have conducted a formal review of the 
effectiveness of the group’s system of internal control during 
the period no significant failings or weaknesses were identified 
during the review
the operational management of the group is delegated to 
senior managers who are appointed by the chief executive the 
responsibilities of the senior management group include the 
regular review of the main business risks to the group
the group has prepared a detailed risk register which includes 
analysis of all the main operational risks covering all parts of 
the group’s business activities including financial risks the 
group evaluates and prioritises the identified key operational 
risks in order to ensure that this process is managed effectively 
responsibility for each key risk area is assigned to a member 
of senior management who must confirm in writing that the 
potential threats in each area have been properly identified and 
recorded and the appropriate action taken to mitigate risks so 
far as possible this process has been fully embedded into the 
operations of the business the audit committee receives regular 
updates on the ongoing risk management control systems and 
processes which are discussed at their meetings
internal audit
the audit committee is responsible for approving a rigorous 
internal audit programme covering all the group’s key business 
areas the current programme was approved in march 2011 
and each year the programme is reviewed to ensure that 
account is taken where necessary of any change during 
the period kpmg llp provided internal audit services to the 
company as directed by the audit committee in accordance 
with the approved internal audit plan it executed a programme 
of testing designed to assess and report on the adequacy 
reliability and effectiveness of the design and operation of the 
relevant accounting financial and business control systems 
implemented by management and reported the results to the 
audit committee
during the year the internal audit service was subject to tender 
as part of the selection process the audit committee met 
with a shortlist of firms during which grant thornton llp was 
identified as the strongest candidate firm culminating in its 
appointment to provide internal audit services to the company  
remuneration committee
the role and composition of the remuneration committee 
and details of how the company applies the principles of the 
code in respect of directors’ remuneration are set out in the 
remuneration committee report on pages 25 to 41  paypoint plc annual report 2014 21
governance
board of directors
david newlands nonexecutive chairman aged 67 
appointed 4 august 1998
david has been chairman of paypoint since 1998 he was 
previously finance director of the general electric company plc 
nonexecutive chairman of britax international plc darty plc 
t omkins plc deputy chairman of the standard life assurance 
company plc and is currently chairman of hellermannt yton group 
plc and a nonexecutive director of a number of other unlisted 
companies david will retire from board at the close of the annual 
general meeting in july 2014
dominic taylor chief executive aged 55 appointed
4 august 1998
dominic joined paypoint in 1997 as retail director and was 
appointed to his current role in august 1998 he was a royal 
naval officer for 12 years following which he completed an 
mba at the cranfield school of management in 1991 dominic 
joined the vodafone group where he led a number of initiatives 
including the development of its sms service and a bid for the 
national lottery before becoming sales and marketing director 
for the indirect sales of mobile phones to retailers in 1996 
dominic joined granada plc as a director of granada technology 
group and managing director of granada business technology 
supplying film and telecommunications products into the hotel 
and leisure sectors
george earle aca group finance director aged 60 
appointed 20 september 2004
george joined paypoint in september 2004 and is responsible 
for the financial affairs of the group george qualified as a 
chartered accountant with touche ross  co now deloitte llp 
in 1979 where he served in the corporate finance and audit 
groups becoming a partner in 1984 in 1987 george moved 
to saatchi  saatchi plc serving as deputy finance director 
george subsequently moved to the general electric company 
in 1989 where until 2001 he fulfilled the role of financial 
services director george left marconi formerly gec in 2001 to 
work as group director chief executive’s office at centrica plc 
and in 2003 was appointed as director of financial control
tim watkinrees business development director aged 
51 appointed 22 september 1998
tim was the founder sales and marketing director of paypoint 
in 1996 since 2000 he has been responsible for strategic 
business development prior to paypoint he was a specialist in 
retail banking and payment systems starting with lloyds bank 
in 1984 then as a senior consultant with kpmg management 
consultants in 1988 and head of business planning and director 
of consulting with nexus later sligos and now atos from 
1989 he is an associate of the chartered institute of bankers
david morrison nonexecutive director aged 55 
appointed 12 january 1999
david has been chief executive of prospect investment 
management prospect since 1999 when he started the 
company he became a director of paypoint in 1999 following 
an investment in the company by clients of prospect prior to 
establishing prospect he had worked in the venture capital 
sector with 3i abingworth management and botts  company 
he is currently a nonexecutive director of record plc and also 
chairman of snoozebox holdings plc aim listed and several 
private companies
andrew robb nonexecutive director aged 71 
appointed 18 august 2004
andrew worked for po steam navigation co from 1971 to 
1989 initially as financial controller and from 1983 as group 
finance director from 1989 to 2001 he was group finance 
director of pilkington plc and remained an executive director 
until 2003 andrew is a fellow of the chartered institute of 
cost and management accountants he is currently a non
executive director of tata steel limited a company quoted in 
india chairman of its whollyowned subsidiary tata steel europe 
limited and a nonexecutive director and chairman of the audit 
committee of jaguar land rover automotive plc
eric anstee nonexecutive director aged 63 appointed 
16 september 2008
eric is also a nonexecutive director of sun life financial of 
canada uk limited a subsidiary of the canadian listed life 
assurance company and insight asset management the 
institutional investment arm of bank of new york mellon he 
is also a member of the uk takeover panel appeals board his 
former nonexecutive positions have included the financial 
reporting council chairman of mansell plc and severn 
trent plc where he was chairman of the treasury and audit 
committees his former executive appointments include 
chief executive of city of london group plc the institute 
of chartered accountants in england  wales old mutual 
financial services and group finance director at old mutual plc 
the energy group plc and eastern electricity plc 
 
stephen rowley nonexecutive director aged 55 
appointed 16 september 2008
steve is chairman of ihs a global provider of services to 
the hospitality industry and is a nonexecutive director of 
metapack previously he was chief executive of torex leading 
its turnaround and eventual sale to micros in 2012 he was 
formerly chief executive of anite plc and his other executive 
appointments include senior vice president corporate business 
development for 3com corporation marketing and sales 
director of cellnet now o2 and director at ibm uk where he 
also held a variety of other senior positions
nick wiles nonexecutive director aged 52 appointed 
22 october 2009
nick wiles retired as chairman of uk investment banking at 
nomura in 2012  he has worked in banking for more than 20 
years with the majority of this time at cazenove  co where 
he was a partner prior to incorporation he is a nonexecutive 
director of strutt  parker
warren tucker nonexecutive chairman designate aged 
51 appointed 4 february 2014
warren will subject to his election to the board by shareholders 
be appointed chairman of paypoint plc at the annual general 
meeting in july 2014 he was the chief financial officer of 
cobham plc from 2003 to 2013 having qualified as a chartered 
accountant and held senior positions with british airways plc 
and cable  wireless plc he has been a nonexecutive director 
of reckitt benckiser group plc since february 2010 and is a 
nonexecutive director and chairman of the remuneration 
committee of thomas cook group plc 22 paypoint plc annual report 2014
governance
directors’ report
the directors present their annual report on the affairs of 
the company and of the group together with the financial 
statements and independent auditor’s report for the year   
ended 31 march 2014
this annual report has been prepared for and only for the 
members of the company as a body and no other persons  
the company its directors employees agents or advisers do not 
accept or assume responsibility to any other person to whom 
this document is shown or into whose hands it may come and 
any such responsibility or liability is expressly disclaimed  by their 
nature the statements concerning the risks and uncertainties 
facing the company and the group in this annual report 
involve uncertainty since future events and circumstances can 
cause results and developments to differ materially from those 
anticipated the forwardlooking statements reflect knowledge 
and information available at the date of preparation of this 
annual report and the company undertakes no obligation to 
update these forwardlooking statements nothing in this 
annual report should be construed as a profit forecast
strategic report
the strategic report is on pages 1 to 16 the company has chosen 
to set out certain matters in this strategic report that would 
otherwise be required to be disclosed in the directors’ report these 
matters include disclosures concerning greenhouse gas emissions 
page 14 use of financial instruments pages 10 and 66 credit 
risk and price risk page 67 employment of disabled persons  
page 16 employee involvement pages 14 and 15 and likely 
future developments in the business page 10
principal activity
the company is a holding company and its subsidiaries are 
engaged in providing clients with specialist consumer payment and 
other services and products transaction processing and settlement 
paypoint uk  ireland processes transactions for payment 
products and services and collects payments on behalf of the uk 
and ireland’s leading utility and customer service organisations 
and at 31 march 2014 there were 27242 convenience retail 
outlets using paypoint’s terminals on average over 11 million 
consumer transactions were processed weekly by paypoint uk 
 ireland at a paypoint outlet consumers are provided with a 
one stop shop for making cash payments for the wide range of 
paypoint’s clients in addition paypoint provides other services to 
retail outlets
paypoint romania provides electronic mobile topups scratch 
cards money transfer and a bill payment service to consumers
mobile and online provides secure credit and debit card 
payments services for web merchants and allows consumers 
to pay for their car parking by credit or debit card from 
their mobile phones and provides other services such as text 
reminders to consumers to warn them of parking session expiry 
permit payments bike rental and toll payments
paypoint has a 50 interest in drop and collect limited which 
trades as collect a joint venture with yodel which provides a 
parcel service through selected paypoint outlets
substantial shareholdings
on 31 march 2014 the company had been notified of the 
following disclosable interests in the voting rights of the 
company as required by provision 512 of the fca’s disclosure 
and transparency rules
name of holder 
no of 
ordinary 
shares 
percentage 
of issued 
capital 
invesco limited
1
17852089 2629
liontrust asset management plc 6052041 891
standard life 4567654 673
blackrock inc 3719734 548
legal  general investment 
management limited uk 3168674 467
kames capital 3040329 448
threadneedle asset management 2826146 416
lj athene investment advisors 2464008 363
capital research  management 2320506 342
t rowe price international inc 2138002 315
1 200206 of invesco limited’s shareholding is held indirectly via its holdings in 
the bbc pension trust
on 29 may 2014 the company had been notified of the 
following disclosable interests in the voting rights of the 
company as required by provision 512 of the fca’s disclosure 
and transparency rules
name of holder 
no of 
ordinary 
shares 
percentage 
of issued 
capital 
invesco limited
1
15598438 2297
liontrust asset management plc 6057775 892
standard life 4567654 673
blackrock inc 4065277 599
legal  general investment 
management limited uk 3170521 467
kames capital 3061605 451
threadneedle asset management 2281862 336
lj athene investment advisors 2464008 363
capital research  management 2320506 342
t rowe price international inc 2083518 307
1 1 200206 of invesco limited’s shareholding is held indirectly via its holdings in 
the bbc pension trust
there is no shareholder with a controlling interest
 
share capital
as at the date of this report 67899699 ordinary shares of 13p 
each have been issued and fully paid up and are quoted on the 
london stock exchange during the year ended 31 march 2014 
19465 ordinary shares were issued under the company’s share 
schemes the rights and obligations attaching to the company’s 
ordinary shares as well as the powers of the company’s 
directors are set out in the company’s articles of association 
copies of which can be obtained from companies house or by 
writing to the company secretary
there are no restrictions on the voting rights attaching to the 
ordinary shares or on the transfer of securities in the company 
no person holds securities in the company carrying special 
rights with regard to control of the company the company is 
not aware of any agreements between holders of securities  paypoint plc annual report 2014 23
governance
that may result in restrictions on the transfer of securities or on 
voting rights unless expressly specified to the contrary in the 
articles of association of the company the company’s articles 
of association may be amended by a special resolution of the 
company’s shareholders
it is proposed in resolution 22 to adopt new articles of 
association the new articles in order to update the company’s 
current articles of association the current articles primarily to 
take account of changes made to the code since the articles 
were last updated in 2008 and also to take account of certain 
developments in market practice
the principal changes introduced in the new articles are 
summarised on pages 81 to 82 other changes which are of a 
minor technical or clarifying nature and also some more minor 
changes which merely reflect changes made to the companies 
act 2006 have not been noted a copy of the proposed new 
articles and a copy of the memorandum and current articles 
marked to show all the changes proposed will be available for 
inspection at the company’s registered office and at the offices 
of allen  overy llp  one bishops square london e1 6ad 
during normal business hours from the date that notice of the 
annual general meeting is given and at the place of the annual 
general meeting from at least 15 minutes prior to the meeting 
and until the conclusion of the meeting
at the annual general meeting on 24 july 2013 the directors 
were given authority to purchase 1499 of its issued share 
capital allot relevant securities up to an aggregate nominal 
amount of £67881 and to disapply preemption rights in 
respect of allotments of relevant securities up to an aggregate 
nominal amount of £10182 resolutions to renew these 
authorities will be proposed at the 2014 annual general 
meeting details of which are set out in the notice of meeting  
on pages 69 to 82
the company’s authorised share capital is referred to in its 
articles of association and its issued share capital as at  
31 march 2014 together with details of purchases of own 
shares during the period are set out in note 24
directors
the names of the directors at the date of this report and their 
biographical details are given on page 21 and their interests in 
the ordinary shares of the company are given on page 32
results for the period
the consolidated income statement statement of financial position 
and cash flow statement for the year ended 31 march 2014 are set 
out on pages 46 to 49 an analysis of risk is set out on pages 11 to 
12 and of risk management on page 20 the statement of financial 
position and cash flow statement of the holding company for the 
year ended 31 march 2014 are set out on pages 50 and 52 since 
1 april 2014 there have been no material events likely to impact 
the future development of the company
qualifying third party indemnity provisions for 
the benefits of directors
under sections 236 1 a and b of the companies act 2006 
companies are obliged to disclose any indemnities which are 
in force in favour of their directors the current articles of 
association of the company contain an indemnity in favour 
of the directors of the company which indemnifies them in 
respect of certain liabilities and costs that they might incur 
in the execution of duties as directors copies of the articles 
of association can be obtained from companies house or by 
writing to the company secretary and will be available at the 
venue of the annual general meeting from 15 minutes before 
the meeting until it ends
directors’ report continued
change of control
all of the company’ s share schemes contain provisions relating to 
a change of control outstanding options and awards would be 
prorated for time and normally vest on a change of control subject 
to the satisfaction of any performance conditions at that time
the company has a revolving term credit facility for £35 million 
with a remaining term of over two years the terms of the 
facility allow for termination on a change of control subject to 
certain conditions with the exception of the simple payment 
service contract which allows for termination on change of 
control there are no other significant contracts in place that 
would take effect alter or terminate on the change of control 
of the company including compensation for loss of office as a 
result of a takeover bid
suppliers’ payment policy
terms of payment are agreed with individual suppliers prior 
to supply the group aims to pay its creditors promptly in 
accordance with terms agreed for payment provided the supplier 
has provided the goods or services in accordance with the 
agreed terms and conditions the group had 40 days’ purchases 
outstanding at 31 march 2014 2013 32 days based on the 
average daily amount invoiced by suppliers during the period
charitable and political donations
the group made no political donations during the period  
2013 £nil details of the charitable donations policy can be 
found within the strategic report on page 10
employee matters and environmental issues
employee matters and environmental issues are discussed in the 
strategic report on pages 13 to 16
future developments
an indication of likely future developments in the business of 
the company and details of research and development activities 
are included in the strategic report on pages 1 to 16
dividends
the directors recommend the payment of a final dividend 
of 239p 2013 202p per ordinary share amounting to 
£16205000 2013 £23893000 which included an additional 
special dividend of 150p per ordinary share which amounted 
to £10182000 to be paid on 24 july 2014 to members on the 
register on 27 june 2014  an interim dividend was declared and 
paid during the period of 114p per share 2013 102p per share 
amounting to £7739000 2013 £6906000
related party transactions
related party transactions that took place during the period can 
be found in note 28
going concern 
at the end of the period the group had cash of £416 million  
and had an undrawn unsecured loan facility of £350 million 
expiring in may 2016 the extension of which is under 
negotiation the company’s cash and borrowing capacity is 
adequate to meet the foreseeable needs of the group taking into 
account any risks see pages 11 to 12 the directors are satisfied 
that the group has adequate resources to continue in operational 
existence for the foreseeable future a period of not less than 
12 months from the date of this report therefore the financial 
statements have been prepared on a going concern basis
the group’ s liquidity review and commentary on the current 
economic climate are shown on page 10 of the strategic report and 
commentary on financial risk management is shown in note 27 24 paypoint plc annual report 2014
governance
directors’ report continued
independent auditor
deloitte llp has expressed its willingness to continue as the 
company’s auditor and a resolution for its reappointment will 
be proposed at the forthcoming annual general meeting the 
notice of the annual general meeting can be found on  
pages 69 to 82
corporate governance statement
the information that fulfils the requirements of the corporate 
governance statement for the purposes of the fca’s disclosure 
and transparency rules can be found in this directors’ report 
and in the governance section on pages 17 to 20 which is 
incorporated into this directors’ report by reference
statement as to disclosure of information  
to auditor
each of the persons who is a director at the date of approval of 
this report confirms that
1  so far as the director is aware there is no relevant audit 
information of which the company’s auditor is unaware 
and  
2  the director has taken all the steps that he ought reasonably 
to have taken as a director in order to make himself aware 
of any relevant audit information and to establish that the 
company’s auditor is aware of that information
this confirmation is given and should be interpreted in 
accordance with the provisions of s418 of the companies  
act 2006
annual general meeting
the annual general meeting will be held at the offices of 
canaccord genuity 88 wood street london ec2v 7qr on 23 
july 2014 the notice of meeting and explanatory information 
on the resolutions to be passed at the annual general meeting 
can be found on pages 69 to 82 of the annual report 
approved by the board of directors and signed on behalf of  
the board
susan court
company secretary
29 may 2014 paypoint plc annual report 2014 25
governance
remuneration committee report
i report on the activities of the remuneration committee in the 
light of the recent changes to remuneration reporting regulations  
this report complies with schedule 8 of the large and 
mediumsized companies and groups accounts and reports 
amendment regulations 2013 and also the listing rules of the 
uk listing authority as such this report is divided into two main 
sections the annual report on remuneration sets out the details 
of how our remuneration policy was implemented for the year 
ended 31 march 2014 the directors’ remuneration policy report 
contains details of the remuneration policy that we propose to 
apply from the 2014 annual general meeting subject to obtaining 
shareholder approval at that meeting
the remuneration committee whose membership and 
responsibilities are set out on page 26 of this report has continued 
to strive to ensure that executive directors’ remuneration provides 
an appropriate incentive for executives to create shareholder value 
and ensure that the company’ s remuneration policy is aligned with 
the interests of shareholders the remuneration committee believes 
that shareholders’ interests are best served by focussing a greater 
proportion of total potential remuneration on compensation which 
varies with performance
short and longterm incentives are structured to align directors’ 
interests with shareholders by rewarding them for enhancing 
shareholder value the value received by executive directors 
under the share incentive arrangements depends on the degree 
to which the associated performance conditions are satisfied 
at the end of the three year performance period and the share 
price of the company at that time this ensures that substantial 
rewards are only received when substantial value has been 
created for shareholders
as we committed to you last year the committee has 
undertaken a comprehensive review of paypoint’s remuneration 
with the following objectives
• motivate senior management to maximise economic value for 
shareholders
• improve compliance with new regulatory and governance 
requirements and respond to shareholder feedback and
• ensure no increase in cost to the company
following this review we are proposing several changes to 
our remuneration policy intended to simplify our incentive 
structure closely align it with our business strategy and take 
account of evolving market practice and the latest institutional 
shareholder guidelines  
to reflect feedback from our shareholders and to simplify 
our incentive arrangements the committee has decided to 
discontinue the matching opportunity on bonuses earned for 
201415 onwards instead 25 of any bonus earned will be 
mandatorily deferred into nilcost options or conditional share 
awards options will be capable of exercise after three years 
subject to continued employment and no financial  
misstatement or participant misconduct conditional share 
awards would be subject to vesting after a three year holding 
period these arrangements differ from the current deferred 
share bonus plan dsb whereby participants can withdraw 
deferred shares at any time albeit the awards would lose their 
entitlement to a match the change in service requirements 
is intended to support retention while the introduction of 
cancellationrecovery is intended to bring our plan into line with 
best practice
for the long term incentive plan ltip the committee continues 
to believe that total shareholder return tsr the increase in 
share price plus dividends paid to shareholders remains the 
best measure of longterm performance over time and that 
the ftse 250 excluding investment trusts remains the most 
appropriate benchmark given the lack of sufficient comparable 
listed peers for paypoint the only change being proposed to 
the performance measurement is a reduction in the vesting at 
threshold median performance from 30 to 25 to address 
shareholder feedback that the current level is high relative to 
market practice the committee is also proposing to introduce 
recovery by the company of unvested ltip shares for financial 
misstatement or participant misconduct
to compensate for the removal of the matching opportunity 
the committee is proposing an increase in annual bonus 
opportunities for 201415 together with an increase in ltip 
opportunities the target annual bonus opportunity is proposed 
to increase from 80 to 85 for executive directors with 
125 of target payable at maximum ie the maximum 
opportunity would increase from 100 to c106 of salary 
while ltip opportunities are proposed to increase from 
120 to 145 of salary for the chief executive and from 
100 to 125 for the group finance director and business 
development director overall this will result in a reduction in 
the maximum incentive opportunity of c20 of salary but will 
broadly maintain the fair value
the committee is also proposing to introduce shareholding 
requirements such that executive directors are required to hold 
shares equivalent in value to 100 of salary until the guideline 
is met executive directors will be obliged to retain 50 of 
vested shares from bonus and ltip net of tax  no changes are 
proposed to our policy for fixed pay
bonuses for the year under review were 914 of maximum 
reflecting growth in economic profit of 170 based on our 
three year earnings per share growth to 31 march 2014 of 
503 the 2011 dsb awards will vest in full  2011 ltip awards 
will be performancetested in may 2014 and based on our tsr 
performance to date of above upper quartile relative to ftse 250 
index excluding investment trusts we expect these awards to 
vest in full subject to the committee’s satisfaction that this is a 
genuine reflection of the underlying financial performance of 
the company
at the annual general meeting in july 2014 the directors’ 
remuneration policy report will be put to a binding shareholder 
vote and the annual report on remuneration to an advisory 
vote we will also be seeking shareholder approval for the 2014 
long term incentive plan 2014 deferred bonus plan and 2014 
share incentive plan
andrew robb
chairman remuneration committee
statement by chair of the  
remuneration committee 26 paypoint plc annual report 2014
governance
remuneration committee report continued
annual report on remuneration
the following section provides details of how paypoint’s remuneration policy was implemented during the financial year ended  
31 march 2014 the following pages contain information that is required to be audited in compliance with the directors’ 
remuneration requirements of the companies act 2006 all narrative and quantitative tables are unaudited unless otherwise stated 
remuneration committee membership in 20132014
the remuneration committee is responsible for developing policy on remuneration for executive directors and senior managers and 
for determining specific remuneration packages for each of the executive directors the committee members are all independent 
directors andrew robb is chairman of the committee with eric anstee stephen rowley and nick wiles as members  
the remuneration committee is formally constituted with written terms of reference which set out the full remit of the committee a copy 
of the terms of reference is available to shareholders by writing to the company secretary at the registered office the terms of reference 
are also available on the company’ s website at wwwpaypointcom the remuneration committee met six times during the year and all 
members were in attendance with the exception of andrew robb and eric anstee who were each unable to attend one meeting 
during the year the committee sought internal support from the chief executive and group finance director who attended 
committee meetings by invitation from the chairman to advise on specific questions raised by the committee and on matters 
relating to the performance and remuneration of senior managers the chief executive and group finance director were not present 
for any discussions that related directly to their own remuneration the company secretary attended each meeting as secretary to 
the committee 
in undertaking its responsibilities the committee seeks independent external advice as necessary to this end for the year under 
review the committee continued to retain the services of kepler associates as the principal external adviser to the committee the 
committee evaluates the support provided by its advisers annually and is comfortable that the kepler team provides independent 
remuneration advice to the committee and does not have any connections with paypoint that may impair its independence kepler 
associates is a founding member and signatory of the code of conduct for remuneration consultants details of which can be 
found at wwwremunerationconsultantsgroupcom during the year kepler associates provided independent advice on a wide range 
of remuneration matters including current market practice benchmarking of executive pay incentive design and remuneration 
reporting and provides no other services to the company the fees paid to kepler associates on the basis of time and materials in 
respect of work carried out for the year under review were £71000
summary of shareholder voting at the 2013 agm
the following table shows the results of the advisory shareholder vote on the 2013 remuneration report at the 2013 agm on  
24 july 2013 
total number of votes  of votes cast
for including discretionary 54639357 996
against 229289 04
total votes cast excluding withheld votes 54868646
total votes withheld
1
1523
total votes cast including withheld votes 54870169
1  a withheld vote is not a vote in law and is not counted in the calculation of the proportion of votes cast for and against a resolution paypoint plc annual report 2014 27
governance
single total figure of remuneration for executive directors audited
the table below sets out a single figure for the total remuneration received by each executive director for the year ended 
31 march 2014 and the prior period
dominic taylor
£000
george earle
£000
tim watkinrees
£000
2014 2013 2014 2013 2014 2013
base salary 425 409 320 310 300 284
taxable benefits
1
24 24 22 21 21 21
pension
2
68 49 85 78 42 34
annual bonus
3
389 352 293 267 274 245
longterm 
incentives
4
1335 1802 873 1171 787 1000
other
5
6 3 5 3 6 3
total 2247 2639 1598 1850 1430 1587
1 taxable value of benefits received in the year by executives include car allowance petrol health insurance life assurance and permanent health insurance
2 pension during the year the company made contributions of 16 of salary to dominic taylor and 14 of salary to the other executive directors the remuneration 
committee has agreed that g earle’s pension contributions will be paid direct to him grossed up for tax 
3 annual bonus this is the total bonus earned in respect of performance during the relevant year including deferred amounts 25 of the annual bonus was 
mandatorily deferred in shares under the dsb and directors were entitled to voluntarily invest up to a further 25 of the bonus further details of annual bonus 
awards for 2014 can be found in the annual report on remuneration on page 28 
4 longterm incentives for 2014 this is the market value of ltip shares granted on 27 may 2011 that vested on performance to 27 may 2014 plus the market value of 
matching dsb shares granted on 2 june 2011 based on performance to 31 march 2014 and which will vest on 2 june 2014 the share price used to calculate market 
value is the trailing three month average on 31 march 2014 of £1124 further details can be found in the annual report on remuneration on pages 28 and 29 for 
2013 the longterm incentive figures have been restated based on the value at vesting of ltip and dsb awards granted in 2010 and vesting in 2013  
5 sip matching and dividend shares awarded in the period valued at the average share price calculated over three months to 31 march 2014 of £1124 2013 £858 
the sip is an hmrc approved plan that allows participants to purchase shares using gross salary and receive a matching award from the company there are no 
performance conditions 
single total figure of remuneration for nonexecutive directors audited
the table below sets out a single figure for the total remuneration received by each nonexecutive director for the year ended  
31 march 2014 and the prior period
base fee
£000
committee fees
£000
chairman fees
£000
total
£000
2014 2013 2014 2013 2014 2013 2014 2013
eric anstee 42 40 7 7   49 47
david morrison 42 40     42 40
david newlands 42 40   98 85 140 125
andrew robb 42 40 7 7   49 47
stephen rowley 42 40     42 40
warren tucker 11      11 
nick wiles 42 40     42 40
total 258 240 14 14 103 85 375 339
remuneration committee report continued 28 paypoint plc annual report 2014
governance
remuneration committee report continued
incentive outcomes for the year ended 31 march 2014
annual bonus in respect of 201314 performance
the annual bonus for the year ended 31 march 2014 was based on economic profit group operating profit including paypoint’s 
share of the results of collect after tax but excluding the costs of the acquisition of adaptis solutions limited and after deducting 
a charge for capital employed based on the company’s cost of capital based upon the actual results for the year 914 of the 
maximum bonus was payable
further details including the targets set and performance against these are provided in the table below
measure weighting threshold
70 of
 salary
£000
target
80 of 
salary
£000
stretch
100 of 
salary
£000
actual 
achieved
£000
bonus earned  of salary
dominic 
taylor
george 
earle
tim 
watkin
rees
group ep 100 25210
95  
of plan
26540
100  
of plan
29201
110  
of plan
28058 914 914 914
bonuses were subject to a 25 compulsory and a maximum additional 25 voluntary deferral the deferred bonus will be utilised 
for the acquisition of shares bonus shares with the opportunity to earn matching shares equal to the gross bonus deferred ie up 
to 50 of salary
2011 dsb vesting
with respect to the dsb matching awards granted on 2 june 2011 vesting was based on earnings per share growth  the threeyear 
performance period for these awards ended on 31 march 2014 with vesting on the third anniversary of the date of grant  further 
details relating to these awards are provided in the table below
measure weighting targets outcome
1
 vest
eps 100 0 vesting below rpi3 pa
100 vesting at rpi3 pa
eps growth of 503
target 186 
100
1 based on 2014 eps of 529p 2011 eps of 352p and rpi growth over the 3 year period of 96
further details of the vesting for each individual director are as follows
1 as the price on the date of vesting is unknown the value of an award is calculated by multiplying the number of shares which vested by the average share price 
calculated over three months to 31 march 2014 of £1124
director interests held vesting  number of 
shares vesting
date of 
vesting
market price 
on vesting
1
value
£000
dominic taylor 22469 1000 22469 2 june 2014 £1124 253
george earle 17007 1000 17007 2 june 2014 £1124 191
tim watkinrees 14528 1000 14528 2 june 2014 £1124 163
2011 ltip vesting
with respect to the ltip awards granted on 27 may 2011 vesting is based 100 on tsr the threeyear performance period for 
these awards ended on 27 may 2014 with vesting on the third anniversary of the date of grant further details relating to these 
awards are provided in the table below 
measure weighting targets outcome
to 30 september 2013
implied  
vesting
relative tsr vs ftse 
250 index excluding 
investment trusts
100 0 vesting below median
30 vesting at median 
100 vesting at upper quartile
straightline vesting between these points
5th position out of 196 
companies equating to  
979 centile
100
further details of the vesting for each individual director are as follows
director interests held implied  
vesting
number of 
shares vesting
date of 
vesting
market price 
on vesting
1
value
£000
dominic taylor 96266 1000 96266 27 may 2014 £1124 1082
george earle 60720 1000 60720 27 may 2014 £1124 682
tim watkinrees 55555 1000 55555 27 may 2014 £1124 624
1 as the price on the date of vesting is unknown the value of an award is calculated by multiplying the number of shares which vested by the average three month 
share price to 31 march 2014 of £1124 paypoint plc annual report 2014 29
governance
remuneration committee report continued
these awards will only vest subject to the committee’s satisfaction that this is a genuine reflection of the underlying financial 
performance of the company
scheme interests awarded in the year ended 31 march 2014
dsb matching awards
in the year under review executive directors deferred 50 of their bonuses and therefore were granted matching awards under 
the 2009 dsb plan on a 11 basis as detailed below the awards will vest on the third anniversary of the date of grant 6 june 2016 
the performance condition is based solely on earnings per share growth the three year performance period over which earnings per 
share performance will be measured began on 1 april 2013 and will end on 31 march 2016
executive director basis of
award
face 
value
1
£000
potential award 
for minimum 
performance
end of 
performance 
period
performance measures
dominic taylor
11 match 
on deferred 
amounts
176
100 of face 
value
31 march 2016
100 based on eps growth 
george earle 134 – 0 vesting below rpi3 pa
tim watkinrees 122 – 100 vesting at rpi3 pa
1 face value is based on the middle market quotation of a share in the capital of the company on the date of award 6 june 2013 of £961
ltip
in the year under review ltip awards were granted under the 2009 ltip with a face value of 120 of salary for the chief executive 
and 100 of salary for other executive directors  the awards will vest on the third anniversary of the date of grant 31 may 2016  
the performance condition is based 100 on relative tsr vs the ftse 250 index excluding investment trusts  the three year 
performance period over which tsr performance will be measured began on the grant date of 31 may 2013 and will end on  
31 may 2016
executive director basis of
award
face 
value
1
£000
potential award 
for minimum 
performance
end of 
performance 
period
performance measures
dominic taylor
as a  of 
salary in line 
with stated 
remuneration 
policy
120 
of 
salary
30 of face 
value
31 may 2016
100 on tsr relative vs ftse 250 
excluding investment trusts
– 0 vesting below median
– 30 vesting at median
– 100 vesting at upper quartile
– straight line vesting in between
george earle 100 
of 
salary tim watkinrees
1 face value is based on the middle market quotation of a share in the capital of the company on the date of award 31 may 2013 of £970
payments for loss of office
no such payments were made during the year under review
payments to past directors
no such payments were made during the year under review
implementation of remuneration policy for 20142015
base salary
executive directors received the following salary increases with effect from 1 april 2014
from 1 april 2013 from 1 april 2014  increase
dominic taylor 425000 450000 59
george earle 320000 330000 31
tim watkinrees 300000 310000 33 30 paypoint plc annual report 2014
governance
pension
there will be no change to the pension contributions for 201415 dominic taylor will receive 16 of salary and george earle and 
tim watkinrees will receive 14 of salary compared to the maximum allowable under our remuneration policy of 20 of salary
annual bonus
the annual bonus for the year ending 31 march 2015 will operate on the same basis as in the policy table  as part of the review 
of remuneration during the year ended 31 march 2014 it was noted that the existing pay out at threshold of 875 of target 
equivalent to 70 of maximum was high relative to market practice the committee therefore decided to reduce the threshold pay 
out to 25 of the target opportunity equivalent to 20 of maximum achievement of budget will continue to deliver a target pay 
out with a maximum pay out for delivering stretch performance of 125 of target  
to compensate for the removal of the matching entitlement under the dsb the committee has approved a target annual bonus 
opportunity for the 2015 financial year of 85 of salary for the executive directors again based 100 on economic profit the 
maximum opportunity will be 125 of target 106 of salary and 20 of maximum 21 of salary will be paid for threshold 
performance  25 of any bonus earned will be mandatorily deferred into shares vesting or granted as nil cost options exercisable 
after three years subject to both continued employment and recovery by the company for financial misstatement or misconduct
economic profit targets for 201415 have been set to be challenging relative to the business plan  these are deemed to be 
commercially sensitive on a prospective basis but will be disclosed in next year’s annual report on remuneration
dsb
the final awards under the 2009 dsb plan will be made in june 2014 based on bonuses payable for the year ended 31 march 2014  
no further awards will be made under this plan
ltip
the ltip to be granted in june 2015 will operate on the same basis as in the policy table in the remuneration policy report  
following a review of remuneration during the year ended 31 march 2014 the committee reduced the ltip pay out at threshold 
from 30 of salary to 25 of salary to reflect shareholder feedback  
the chief executive will receive an ltip award in fy 2015 of 145 of salary and other executive directors will receive an award of 
125 of salary  final vesting will be dependent on the achievement of three year tsr relative to the ftse 250 index excluding 
investment trusts as follows
measure weighting targets
relative tsr
 vs ftse 250 
excluding investment trusts
100
0 vesting below median
25 vesting at median 
100 vesting at upper quartile
straightline vesting between these points
additionally the committee must satisfy itself that the recorded tsr is a genuine reflection of the underlying financial performance 
of the company if events occur which cause the committee to consider that this performance requirement has become unfair or 
impractical it may in its discretion amend the performance requirement so that it is no more or less difficult to satisfy than when it 
was originally imposed
recovery by the company will apply to unvested ltip shares in the event of misstatement andor participant misconduct   
nonexecutive director fees
in april 2014 the board undertook its annual review of nonexecutive directors fees following consideration of general  
nonexecutive director fee increases across the market and current market fee levels the board determined that a modest increase in 
the base fee was appropriate a summary of the fee increases which are effective 1 april 2014 is set out in the table below  
from 1 april 2013 from 1 april 2014
base fees
nonexecutive director £42000 £45000
additional fees
chairman audit committee £7000 £8000
chairman remuneration committee £7000 £8000
the new chairman will receive a fee of £190000 effective from the annual general meeting  
remuneration committee report continued paypoint plc annual report 2014 31
governance
percentage change in chief executive remuneration
the table below shows the percentage change in chief executive remuneration comprising salary taxable benefits and annual 
bonus and comparable data for the average of all employees within the company 
change in remuneration from 2013 to 2014
chief executive average  change for 
other employees
1
2014 2013  change
salary £000 425 409 39 41
taxable benefits £000 24 24 00 00
annual bonus £000 386 352 97 322
2
total £000 835 785 64
1 increase in salary is for uk based employees who were employed by paypoint for the entirety of both financial years but excludes those who were promoted to a new role
2 increase is for uk based employees who earned a bonus pay out in both financial years the growth rate is impacted by the award of only small discretionary bonuses 
to some mobile and online employees in 2013
relative importance of spend on pay
the table below shows the company’s actual expenditure on shareholder distributions including dividends and share buybacks and 
total employee pay expenditure for the financial years ending 31 march 2013 and ending 31 march 2014
total employee pay expenditure
£000
distributions to shareholders
£000
2014 33295 31632
2013 30159 18957
 change 1040 6686
pay for performance
the graph below compares the value of £100 invested in paypoint shares including reinvested dividends with the ftse 250 index 
excluding investment trusts over the last five years this index was selected because it is considered to be the most appropriate 
against which the total shareholder return of paypoint should be measured 
     
performance graph 
 
 
 
 
 
0
100
200
300
400
500
31 march 2009 31 march 2010 31 march 2011 31 march 2012 31 march 2013 31 march 2014
paypoint plc ftse 250 index excluding investment trusts
value of £100 invested on 31 march 2009
value of £100 invested 
on 31 march 2009
2010 2011 2012 2013 2014
chief executive single figure 
of remuneration £000
637 677 1067 2639 2247
annual bonus payout 
as  of maximum
8450 8090 8870 8620 9143
ltip vesting 
as  of maximum
000 000 4010 10000 10000
remuneration committee report continued 32 paypoint plc annual report 2014
governance
directors’ shareholdings audited
the shareholdings of the directors and their families in the ordinary shares of the company against their respective shareholding 
requirement as at 31 march 2014
shares held options held
current
shareholding
5
shareholding
guideline
6
owned 
outright or 
vested
5
unvested 
and 
subject to 
holding 
period
unvested and 
subject to 
performance 
conditions
vested 
but not 
exercised
unvested and 
subject to 
performance 
conditions
unvested but 
not subject to 
performance 
conditions
dominic 
taylor
1743633 627 297635    1743633 40037
george earle
1
270697 628 196348    270697 29361
tim  
watkinrees
2
483031 628 179435    483031 27581
david 
newlands
3
236599     
eric anstee 7700     
david 
morrison
4
35000     
andrew robb 6000     
stephen 
rowley
5000     
warren tucker      
nick wiles 25000     
1 includes 238405 shares held by mrs c earle
2 includes 240074 shares held by mrs e watkinrees
3 d newlands holds a nonbeneficial interest in a further 300000 shares held in various trusts of which he is a trustee 2013 600000 
4 held by prospect investment management limited which is whollyowned by david morrison and his connected persons
5 current shareholding includes dsb bonus and sip shares other than sip matching shares subject to a holding period
6 shareholding guidelines apply to executive directors with immediate effect executive directors are required to hold shares of a value equivalent to 100 of their 
salaries as at 1 april 2014 an average three month share price to 31 march 2014 of £1124 has been used to calculate this guideline
remuneration committee report continued
the market price of the company’s shares on 31 march 2014 was £1145 31 march 2013 £887 per share and the low and high 
share prices during the period were £815 and £1185 respectively
directors’ interests in shares in paypoint longterm incentive plans and allemployee plans 
long term incentive plan
1
 audited
number of 
shares at 
31 march 
2013 
number of
 shares 
awarded 
during 
the period
3
number of 
shares
 released 
during the 
period
number of 
shares
 lapsed 
during the 
period
number of 
shares at 
31 march 
2014
value of
 shares 
awarded
date of 
grant
release
date
d taylor 162857
2
162857  £456000 280510 280513
96266
3
96266 £476517 270511 270514
79807
4
79807 £490813 250512 250515
 52577
5
52577 £509997 310513 310516
g earle 102723
2
102723  £287624 280510 280513
60720
3
60720 £300564 270511 270514
50406
4
50406 £309997 250512 250515
 32989
5
32989 £319993 310513 310516
t watkin
rees 87750
2
87750  £245700 280510 280513
55555
3
55555 £274997 270511 270514
46178
4
46178 £283995 250512 250515
 30927
5
30927 £299992 310513 310516
1 awards under the ltip will only vest if the company’s comparative tsr performance is equal to or greater than the median level of performance over the three year 
holding period at which point 30 of awards will vest with full vesting occurring for upper quartile performance proportionate vesting between points 
awards were granted at the following closing prices on the preceding day
2 £280 per share
3 £495 per share
4 £615 per share
5 £970 per share paypoint plc annual report 2014 33
governance
remuneration committee report continued
number 
of bonus 
shares 
purchased 
at 
31 march 
2013
1
number of 
matching 
shares 
awarded at
31 march
2013
2
number 
of bonus 
shares 
purchased 
released 
during the 
period
number of 
matching 
shares 
awarded
during the 
period
number 
of 
matching 
shares 
lapsed 
during 
the 
period
number 
of bonus 
shares 
purchased 
at 
31 march 
2014
number 
of 
matching 
shares 
awarded 
at 
31 march
2014
value of 
matching 
shares 
awarded
date of 
grant
date 
lapsed
release 
date
3
d taylor 16150
4
27905
4
16150 27905   £80273 010610 020613
10785
5
22469
5
10785
5
22469
5
£115282 020611 020614
13525
6
28178
6
13525
6
28178
6
£176113 250512 250515
  9719
7
18338
7
9719
7
18338
7
£176201 060613 060616
40460 78552 6431 9567  34029 68985
   
g earle 12224
4
21122
4
12224 21122   £60761 010610 020613
8163
5
17007
5
8163
5
17007
5
£87258 020611 020614
10237
6
21328
6
10237
6
21328
6
£133300 250512 250515
  7366
7
13898
7
7366
7
13898
7
£133539 060613 060616
30624 59457 4858 7224  25766 52233
   
t watkin
rees 10442
4
18043
4
10442 18043   £51903 010610 020613
6973
5
14528
5
6973
5
14528
5
£74539 020611 020614
9366
6
19514
6
9366
6
19514
6
£121963 250512 250515
  6748
7
12733
7
6748
7
12733
7
£122345 060613 060616
26781 52085 3694 5310  23087 46775
1 bonus shares are purchased with the bonus deferred after the deduction of tax
2 matching shares are awarded based on the value of the gross bonus deferred
3 no matching shares will be released unless the company’s earnings per share growth is 3 pa in excess of the retail prices index over the three year holding period 
the bonus shares were purchased and the matching share awarded at share prices of
4 £288 per share
5 £513 per share
6 £625 per share
7 £961 per share
share incentive plan audited
deferred share bonus plan audited
number of 
partnership 
shares 
purchased 
at 31 march 
2013
number of 
matching 
shares 
awarded at 
31 march 
2013
number 
of free 
shares
1
 
awar ded at  
31 march 
2013
dividend 
shares
2
 
acquired at 
31 march 
2013
total 
shares at 
31 march 
2013
number of 
partnership 
shares
3
 
purchased 
during the 
period
matching 
shares
4
 
awarded 
during the 
period
dividend 
shares 
acquired 
during the 
period
dates of 
release of 
matching 
and free 
dividend 
shares
total 
shares at 
31 march 
2014
d taylor 2744 2744 1562 1431 8481 142 142 369 150413 – 
150316
9134
g earle 2767 2767  1047 6581 143 143 287 150413 – 
150316
7154
t watkinrees 2767 2767 1562 1435 8531 143 143 371 150413 – 
150316
9188
1 free shares are ordinary shares of the company awarded conditionally on 24 september 2004 based on the share price on admission of £192 
2 dividend shares are ordinary shares of the company purchased with the value of dividends paid in respect of all other shares held in the plan
3 partnership shares are ordinary shares of the company purchased on a monthly basis during the period at prices from £880 to £1180
4 matching shares are ordinary shares of the company awarded conditionally on a monthly basis during the period at prices from £880 to £1180 in conjunction with 
two share purchases 34 paypoint plc annual report 2014
governance
remuneration committee report continued
remuneration policy report
executive directors’ remuneration
this section of the report sets out the policy for executive directors which shareholders are asked to approve at the 2014 annual 
general meeting immediately after which the policy will come into effect
the table below summarises our policy on each element of the remuneration package for executive directors 
element 
and link to 
strategy
operation opportunity performance metrics
fixed
base salary
takes 
account of 
personal 
contribution 
and 
performance 
against 
company 
strategy
reviewed annually with account 
taken of responsibility and skills the 
individual director’s performance 
and experience pay for comparable 
roles and pay and conditions 
throughout the company
any base salary increases are 
applied in line with the outcome 
of the annual review salaries 
are generally positioned broadly 
around median but may fall within 
the second and third quartiles 
in respect of existing executive 
directors it is anticipated that salary 
increases will have regard to those 
of salaried employees as a whole 
in exceptional circumstances 
including but not limited to a 
material increase in job size or 
complexity the committee has 
discretion to make appropriate 
adjustments to salary levels to ensure 
they remain market competitive
the salary review takes into 
account individual and  
company performance
pension
provides 
market 
appropriate 
benefits
the company makes contributions 
to personal pension plans
executive directors may receive a 
contribution of up to 20 of salary
none
benefits
provides 
appropriate 
market 
benefits
benefits may include but are not 
limited to car allowance health 
insurance and employee share plans 
in certain circumstances the 
committee may also approve the 
provision of additional allowances 
relating to the relocation of an 
executive director and other 
expatriate benefits to perform his 
or her role
benefits vary by role and individual 
circumstances and are reviewed 
periodically benefits will not 
normally exceed 15 of salary
the committee retains discretion 
to approve a higher cost in 
exceptional circumstances eg 
relocation or in circumstances 
where factors outside the 
company’s control have changed 
materially eg increases in 
insurance premiums
none paypoint plc annual report 2014 35
governance
remuneration committee report continued
element 
and link to 
strategy
operation opportunity performance metrics
variable
annual 
bonus and 
deferred 
annual 
bonus 
scheme 
dabs
rewards 
delivery of 
the group’s 
annual 
financial and 
strategic 
goals and 
supports 
retention
the remuneration committee 
reviews and agrees measures 
targets and weightings at the 
beginning of each financial year
at the end of the year the 
remuneration committee 
determines the extent to which 
targets have been achieved
under the dabs at least 25 
of any annual bonus award is 
deferred into conditional share 
awards deferred cash or nilcost 
options for at least three years 
subject to continued employment 
and the company has a right to 
cancel dabs awards in the event 
of material misstatement andor 
gross misconduct or other similar 
circumstances
dividends accrue on deferred 
awards as additional share 
entitlements over the deferral 
period but would only vest on 
awards that vest
for executive directors the target 
annual bonus opportunity is 85 
of salary
the maximum opportunity is 
currently 125 of target 106 
of salary 
for threshold level of performance 
the bonus pays out at 25 of 
target 21 of salary
the committee retains discretion to 
increase the maximum opportunity 
to 150 of salary  targets will be 
commensurately more stretching
the bonus is currently based 100 
on group economic profit vs the 
budget agreed by paypoint’s board 
the committee has the discretion 
to add performance measures and 
determine appropriate weightings 
to ensure they continue to be linked 
to the delivery of company strategy 
however if other measures were 
incorporated at least 50 of the 
bonus would continue to be tied to 
economic profit 
the range for threshold to 
maximum performance is calibrated 
with reference to the target 
the remuneration committee 
reviews and agrees targets at the 
beginning of each financial year 
and may subsequently adjust those 
targets as detailed in the notes to 
this table  
the committee also has the 
discretion to adjust the formulaic 
bonus outcomes both upwards 
within the plan limits and 
downwards to ensure that 
payments are a true reflection of 
performance of the company over 
the performance period eg in the 
event of unforeseen circumstances 
outside management control
long term 
incentive 
plan ltip
drives 
sustained 
longterm 
performance 
aids 
retention 
and aligns 
the interests 
of executive 
directors 
with 
shareholders
annual awards of conditional 
share awards or nil cost options 
vesting subject to performance 
and continued employment over at 
least three years 
award levels and performance 
conditions are reviewed by the 
committee in advance of grant to 
ensure they remain appropriate
the company has the right to 
cancel ltip awards in the event 
of material misstatement andor 
gross misconduct or other similar 
circumstances
the committee may decide at 
the time of grant that the shares 
acquired on vesting may be required 
to be retained for a period of up 
to three years following the end 
of the performance period during 
which time they would be subject 
to cancellation
 
dividends accrue as additional 
share entitlements over the vesting 
period but would only be paid on 
awards that vest
annual awards of performance 
shares of up to 200 of salary for 
executive directors   
the proposed awards for 2014 
are 145 of salary for the chief 
executive and 125 of salary for 
other executive directors
achievement of threshold level 
of performance results in 25 of 
maximum vesting 
the ltip is based on total 
shareholder return increase in 
the share price plus dividends 
paid per share tsr relative to 
an appropriate benchmark the 
committee has the discretion 
to determine the appropriate 
benchmark prior to each grant 
and to add performance measures 
and determine appropriate 
weightings to ensure they continue 
to be linked to the delivery of 
company strategy at least 50 of 
the ltip will be based on tsr
the remuneration committee will 
satisfy itself that the recorded 
tsr is a genuine reflection of the 
underlying financial performance 
of the company
in addition the committee has the 
discretion to adjust the formulaic 
outcomes to ensure alignment 
of pay with performance ie 
to ensure the outcome is a true 
reflection of the performance of 
the company eg in the event of 
unforeseen circumstances outside 
management control 36 paypoint plc annual report 2014
governance
element 
and link to 
strategy
operation opportunity performance metrics
variable
share 
incentive 
plan sip
encourage 
share 
ownership 
across all 
employees
opportunity to purchase shares 
out of pretax salary and receive a 
matching award the paypoint sip 
is an hmrc approved plan open 
to all uk tax resident employees 
of participating group companies  
executive directors are eligible to 
participate
the plan is an hmrc approved 
plan that allows an employee to 
purchase shares using gross salary 
and receive a matching award from 
the company matching shares are 
subject to continued employment 
for three years
dividends may accrue on purchased 
and matching shares and be paid 
either in cash or rolled up into 
additional shares
participants can purchase shares up 
to the prevailing hmrc approved 
limit at the time employees are 
invited to participate the company 
currently offers to match purchases 
made through the plan at the rate 
of one free matching share for 
every one share purchased
none
remuneration committee report continued
notes to the policy table
payments from previous awards
the company will honour any commitments entered into prior to the approval and implementation of the remuneration policy as 
detailed in this report and executive directors will be eligible to receive payment from any historical awards made this includes 
outstanding awards made under the 2009 ltip and 2009 dsb plan as detailed in the annual report on remuneration the differences 
between the 2009 ltip and dsb and the plans in the policy table above are detailed below and in the annual report on remuneration
in 2014 the remuneration committee undertook a comprehensive review of executive incentive arrangements to simplify the  
longterm incentive structure and align it with the business strategy to motivate senior management to maximise economic value for 
shareholders and to improve compliance with new regulatory and governance requirements as a result of the review the following 
changes were made to the 2009 ltip and dsb plans
the payout at threshold in the annual bonus was reduced from 70 to 25 of maximum to be in line with best practice the 
matching plan was removed and a small offsetting increase made to the annual bonus and ltip opportunities so that the fair value of 
longterm incentive awards would be broadly maintained the requirement to mandatorily defer 25 of the bonus into shares was 
maintained but deferred shares were made subject to continued employment and cancellation under the ltip  the level of vesting at 
threshold was reduced from 30 to 25 to be in line with best practice and unvested awards were made subject to cancellation
use of discretion 
the remuneration committee may exercise discretion in two broad areas for each element of remuneration
• to ensure fairness and align executive director remuneration with underlying individual and company performance the 
committee may adjust upwards or downwards the outcome of any short or longterm incentive plan payment within the limits 
of the relevant plan rules any adjustments in light of corporate events will be made on a neutral basis ie the intention of any 
adjustment will be that the event is not to the benefit or detriment of participants adjustments to underlying performance may 
be made in exceptional circumstances to ensure outcomes are fair both to shareholders and participants 
• in the case of a nonregular event occurring the committee may apply its discretion to ensure fairness and seek alignment with 
business objectives nonregular events in this context include but are not limited to corporate transactions changes in the 
company’s accounting policies minor or administrative matters internal promotions external recruitment and terminations
any use of discretion by the committee during the financial year will be detailed in the relevant annual report on remuneration
performance measure selection
economic profit has been selected as the measure for the annual bonus plan as it captures growth returns and risk the use of a 
single measure provides simplicity and focus economic profit is defined as operating profit after deducting the actual tax charge 
and a capital charge based on the weighted average cost of capital applied to the average capital employed  the operating profit is 
the profit before any goodwill impairment interest and tax  average capital employed is based on a 12 month average starting on 
1 april including cumulative goodwill but excluding net cashindebtedness at the sole discretion of the remuneration committee 
exceptional items may be removed from operating profit where the inclusion of such items would be inconsistent with fair 
measurement and actual tax may be adjusted to normalised rates if they are considered unsustainable performance targets relating  paypoint plc annual report 2014 37
governance
remuneration committee report continued
to the annual bonus plan are set from the company’s annual budget which is reviewed and signed off by the company’s board prior 
to the start of each financial year  
relative tsr has been selected as the measure for the ltip as it is considered the best measure of longterm performance for 
paypoint is directly aligned with shareholder interests and rewards management for outperformance of the company’s peers 
the ftse 250 excluding investment trusts is currently considered to be the most appropriate benchmark being representative of 
paypoint’s size and paypoint’s lack of listed sector peers tsr is calculated using the three month average share price preceding the 
start and end of the performance period  
the target for economic profit applying to the annual bonus is set annually based on a number of internal and external reference 
points the target is set to be stretching but achievable with regard to the particular strategic priorities and economic environment 
in a given year   
remuneration policy for other employees
paypoint’s approach to annual salary reviews is consistent across the group with consideration given to the level of experience 
responsibility individual performance and salary levels in comparable companies all uk employees are eligible to participate in the 
company’s sip and senior managers participate in the annual bonus scheme with the same measure at the appropriate business level as 
is set for the executive directors at group level but each with personal targets in addition senior managers c25 individuals are eligible 
to participate in the ltip  performance conditions are consistent for all participants while award sizes vary by organisational level  
shareholding guidelines
the committee recognises the importance of executive directors aligning their interests with shareholders through building up a significant 
shareholding in the company shareholding guidelines are in place which require executive directors to acquire a holding equivalent to at 
least 100 of their salaries executive directors are required to retain 50 of any ltip and deferred bonus shares acquired on vesting net 
of tax until the guideline level is achieved acquired holdings may be held by spouses or dependent family members
nonexecutive director remuneration
the remuneration of the nonexecutive directors is within the limits set by the articles of association nonexecutive directors do not 
participate in any bonus plan or share incentive programme operated by the company and are not entitled to pension contributions 
or other benefits provided by the company 
details of the policy on fees paid to our nonexecutive directors are set out in the table below
element and link 
to strategy
operation opportunity performance 
metrics
fees
to attract and retain  
nonexecutive 
directors of the 
highest calibre with 
broad commercial 
and other 
experience relevant 
to the company
fee levels are reviewed annually with any 
adjustments effective 1 april in the year 
following review
the remuneration of the nonexecutive 
directors is determined by the board based 
upon recommendations from the chairman 
and chief executive or in the case of the 
chairman based on recommendations 
from the senior independent director and 
the chief executive
additional fees are payable for roles with 
additional responsibilities including but not 
limited to the sid and the chairman of the 
audit and remuneration committees
fee levels are benchmarked against sector 
comparators and companies of similar size 
and complexity  time commitment and 
responsibility are taken into account when 
reviewing fee levels
nonexecutive director fee increases are 
applied in line with the outcome of the 
annual fee review  fees paid in respect of 
the year under review and for the following 
year are disclosed in the annual report on 
remuneration
it is expected that nonexecutive director fee 
levels will generally be positioned around 
median but may fall within the second 
and third quartiles and any increases will 
also have regard to general increases in 
nonexecutive directors’ fees across the 
market  in the event that there is a material 
misalignment with the market or a change 
in the complexity responsibility or time 
commitment required to fulfil a non
executive director role or specific recruitment 
needs the board has discretion to make an 
appropriate adjustment to fee levels
aggregate fees are also limited by the 
cap contained in the company’s articles 
of association
continued 
strong and 
objective 
contribution 38 paypoint plc annual report 2014
governance
remuneration committee report continued
pay scenario charts
the charts below provide an illustration of the potential future reward opportunities for the executive directors and the potential 
split between the different elements of remuneration under three different performance scenarios minimum target and maximum  
potential reward opportunities are based on paypoint’s remuneration policy applied to base salaries as at 1 april 2014 for the 
annual bonus the amounts illustrated are those potentially receivable in respect of performance for the year ending 31 march 2015  
for the ltip  the award opportunities are based on those ltip awards that are expected to be granted in june 2015 note that ltip 
awards granted in the year do not normally vest until the third anniversary of the date of grant and the projected value is based on 
the face value at award rather than vesting ie the scenarios exclude the impact of any share price movement over the period 
0 25 0 500 7 50 1 0 00 1 25 0 1 500 1  7 50
minimum
target
maximum
£00 0s
chief executive – dominic taylor
0 25 0 500 7 50 1 0 00 1 25 0 1 500 1  7 50
minimum
target
maximum
£00 0s
group finance director – george earle
0 25 0 500 7 50 1 0 00 1 25 0 1 500 1  7 50
minimum
target
maximum
£00 0s
business development director  tim 
watkinrees
in illustrating potential reward opportunities the following assumptions have been made
component minimum target maximum
fixed base salary salary as at 1 april 2014
pension current contribution rate applied to latest known salary
other benefits benefits as provided in the single figure table on page 27
annual bonus no bonus payable target bonus 
80 of max
maximum bonus
ltip 
2014 awards of 145 of salary for the chief 
executive and 125 of salary for the other 
executive directors
no ltip vesting threshold vesting 
25 of maximum
maximum vesting paypoint plc annual report 2014 39
governance
remuneration committee report continued
approach to recruitment remuneration
external appointment
in the cases of hiring or appointing a new executive director from outside the company the remuneration committee may make use 
of all the existing components of remuneration as follows
component approach maximum
base salary the base salaries of new appointees will be determined by reference to similar positions 
with comparative status responsibility and skills in parallel with the individual director’s 
performance experience and responsibilities and pay and conditions throughout the 
company where new appointees have initial basic salaries set below market any shortfall 
may be managed with phased increases over a period of two to three years subject to the 
individual’s development in the role
na
pension new appointees will receive contributions to personal pension plans in line with existing policy
benefits new appointees will be eligible to receive benefits in line with existing policy
sip new appointees will be eligible to participate in the sip in line with existing policy
annual bonus the structure described in the policy table will apply to new appointees with the relevant 
maximum being prorated to reflect the proportion of employment over the year targets 
for the personal objectives element will be tailored to the executive 
150 of salary
ltip new appointees will be granted awards under the ltip on the same terms as other 
executives as described in the policy table the normal limit of 200 of salary will apply 
save in exceptional circumstances when awards of up to 300 of salary may be made
300 of salary
in determining appropriate remuneration the remuneration committee will take into consideration all relevant factors including 
quantum nature of remuneration and the jurisdiction from which the candidate was recruited to ensure that arrangements are 
in the best interests of both paypoint and its shareholders in addition to the above elements of remuneration the committee may 
consider it appropriate to grant an award under a different structure in order to facilitate the recruitment of an individual exercising 
the discretion available under the relevant listing rule lr 942 r to replace incentive arrangements forfeited on leaving a previous 
employer such buyout awards would have a fair value no higher than that of the awards forfeited in doing so the committee will 
consider relevant factors including any performance conditions attached to these awards the likelihood of those conditions being 
met and the proportion of the vesting period remaining  
internal appointment
in cases of appointing a new executive director by way of internal promotion the remuneration committee and board will be 
consistent with the policy for external appointees detailed above where an individual has contractual commitments made prior to 
their promotion to the board the company will continue to honour these arrangements 
nonexecutive directors
in recruiting a new nonexecutive director the remuneration committee will utilise the policy as set out in the table on page 37
service contracts and exit policy 
executive directors
executive director service contracts including arrangements for early termination are carefully considered by the committee in 
accordance with general market practice each of the executive directors has a rolling service contract requiring 12 months’ notice of 
termination on either side executive director service contracts are available to view at the company’s registered office details of the 
service contracts of the executive directors of the company are as follows 
name company notice period contract date
dominic taylor 12 months 13 september 2004
george earle 12 months 30 september 2004
tim watkinrees 12 months 13 september 2004
there are no special provisions in service contracts relating to cessation of employment or change of control the policy on 
termination is that the company does not make payments beyond its contractual obligations and executive directors will be expected 
to mitigate their loss in addition the remuneration committee ensures that there are no unjustified payments for failure under 
normal circumstances executive directors may receive termination payments in lieu of notice equal to pay and benefits for the length 
of their contractual notice period   40 paypoint plc annual report 2014
governance
remuneration committee report continued
when considering exit payments the committee reviews all potential incentive outcomes to ensure they are fair to both shareholders 
and participants the table below summarises how the awards under the annual bonus and ltip are typically treated in specific 
circumstances whilst the committee retains overall discretion on determining good leaver status it typically defines a good leaver in 
circumstances such as death ill health injury or disability retirement with the company’s consent redundancy or any other reason 
that the committee determines bad leavers include those leaving employment due to resignation or misconduct and retirement 
without agreement of the company final treatment is subject to the committee’s discretion
event timingvesting of award calculation of vestingpayment
annual bonus
good leaver paid at the same time as continuing employees eligible for an award to the extent that performance 
targets are satisfied and the award is prorated for 
the proportion of the financial year served
bad leaver no annual bonus payable not applicable
change of control paid immediately on the effective date of change 
of control
eligible for an award to the extent that 
performance targets are satisfied up to the 
change of control and the award is prorated for 
the proportion of the financial year served to the 
effective date of change of control
dabs
good leaver continue until the normal vesting date in the 
event of death of a participant the award would 
vest immediately
outstanding awards vest on a time prorated basis 
to reflect the length of the vesting period served 
unless the board decides otherwise 
bad leaver outstanding awards lapse not applicable
change of control paid immediately on the effective date of change 
of control
eligible for an award prorated for the proportion 
of the financial year served to the effective date of 
change of control
ltip
good leaver continue until the normal vesting date or vest 
immediately at the discretion of the committee
outstanding awards vest to the extent the 
performance conditions are satisfied and the awards 
are prorated to reflect the length of the vesting 
period served unless the board decides otherwise
bad leaver outstanding awards lapse not applicable
change of control vest immediately on the effective date of change 
of control
outstanding awards vest subject to the satisfaction 
of performance conditions as at the effective date 
of change of control and the award is prorated 
for the proportion of the vesting period served to 
the effective date of change of control unless the 
board decides otherwise
outstanding matching awards under the 2009 dsb plan will be treated in the same way as awards under the ltip  mandatorily 
deferred and voluntarily invested shares under this plan are simply held on trust for participants and therefore would be released 
immediately on cessation or a change of control
nonexecutive directors
the nonexecutive directors do not have service contracts rather they have letters of appointment which are subject to a three year 
term details of the terms of appointment of the nonexecutive directors are set out in the table below
name date of letter unexpired term as at 
31 march 2014
date of appointment notice period
david morrison 24 july 2013 846 days 10 august 2004 1 month
david newlands 24 july 2013 846 days 10 august 2004 1 month
andrew robb 24 july 2013 846 days 10 august 2004 1 month
eric anstee 24 july 2013 846 days 16 september 2008 1 month
stephen rowley 24 july 2013 846 days 16 september 2008 1 month
nick wiles 24 july 2013 846 days 22 october 2009 1 month
warren tucker 5 february 2014 1042 days 5 february 2014 3 months
under the company’s articles of association all directors are required to submit themselves for reelection every three years however 
in order to comply with the code and as reported last year all directors will be subject to annual reelection nonexecutive directors’ 
letters of appointment are available to view at the company’s registered office paypoint plc annual report 2014 41
governance
remuneration committee report continued
consideration of conditions elsewhere in the company
when making decisions on executive director remuneration the committee considers pay and conditions across paypoint in 
particular it is anticipated that salary increases for senior executives will have regard to those of salaried employees as a whole 
employee engagement surveys are carried out annually across the group with questions which seek the employees’ views on these 
matters participation in these surveys is generally in excess of 80 of all employees
consideration of shareholder views
the remuneration committee maintains a regular dialogue with its major shareholders and when determining remuneration takes 
into account the guidelines of investor bodies and shareholder views the committee continues to monitor trends and developments 
in corporate governance and market practice to ensure the structure of the executive remuneration remains appropriate and 
commits to undergo a shareholder consultation in advance of any material changes to remuneration policy  
this report covers the remuneration of all directors that served during the period
this report has been approved by the remuneration committee
andrew robb
chairman remuneration committee
29 may 2014 42 paypoint plc annual report 2014
governance
statement of directors’ responsibilities
the directors are responsible for preparing the annual report 
and the financial statements in accordance with applicable law 
and regulations
company law requires the directors to prepare financial 
statements for each financial year under that law the directors 
are required to prepare the group financial statements in 
accordance with international financial reporting standards 
ifrs as adopted by the european union and article 4 of the 
ias regulation and have also chosen to prepare the parent 
company financial statements under ifrs as adopted by the 
eu under company law the directors must not approve the 
accounts unless they are satisfied that they give a true and fair 
view of the state of affairs of the company and of the profit 
or loss of the company for that period in preparing these 
financial statements international accounting standard 1 
requires that directors
• properly select and apply accounting policies
• present information including accounting policies in a 
manner that provides relevant reliable comparable and 
understandable information 
• provide additional disclosures when compliance with the 
specific requirements in ifrs are insufficient to enable users 
to understand the impact of particular transactions other 
events and conditions on the entity’s financial position and 
financial performance and
• make an assessment of the company’s ability to continue as a 
going concern
the directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the company’s 
transactions and disclose with reasonable accuracy at any time 
the financial position of the company and enable them to ensure 
that the financial statements comply with the companies act 
2006  they are also responsible for safeguarding the assets of 
the company and hence for taking reasonable steps for the 
prevention and detection of fraud and other irregularities
the directors are responsible for the maintenance and integrity 
of the corporate and financial information included on the 
company’s website  legislation in the united kingdom 
governing the preparation and dissemination of financial 
statements may differ from legislation in other jurisdictions
responsibility statement 
we confirm that to the best of our knowledge
• the financial statements prepared in accordance with 
ifrss give a true and fair view of the assets liabilities 
financial position and profit or loss of the company and the 
undertakings included in the consolidation taken as a whole
• the strategic report includes a fair review of the development 
and performance of the business and the position of the 
company and the undertakings included in the consolidation 
taken as a whole together with a description of the principal 
risks and uncertainties that they face and
• the annual report and financial statements taken as a 
whole are fair balanced and understandable and provide 
the information necessary for shareholders to assess the 
company’s performance business model and strategy
approved by the board of directors and signed on behalf of 
the board
dominic taylor
chief executive
29 may 2014 paypoint plc annual report 2014 43
governance
independent auditor’s report to the members of pa ypoint plc
opinion on financial statements of paypoint plc
in our opinion
• the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 march 2014 
and of the group’s profit for the year then ended
• the group financial statements have been properly prepared in accordance with international financial reporting standards ifrs 
as adopted by the european union
• the parent company financial statements have been properly prepared in accordance with ifrs as adopted by the european union 
and as applied in accordance with the provisions of the companies act 2006 and
• the financial statements have been prepared in accordance with the requirements of the companies act 2006 and as regards the 
group financial statements article 4 of the ias regulation
the financial statements comprise the consolidated income statement the consolidated statement of comprehensive income the 
consolidated and parent company statements of financial position the consolidated and parent company statements of changes in 
equity the consolidated and parent cash flow statements and the related notes 1 to 29  the financial reporting framework that has been 
applied in their preparation is applicable law and ifrs as adopted by the european union and as regards the parent company financial 
statements as applied in accordance with the provisions of the companies act 2006
going concern
as required by the listing rules we have reviewed the directors’ statement contained within the directors’ report on page 23 that 
the group is a going concern we confirm that
• we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements 
is appropriate and
• we have not identified any material uncertainties that may cast significant doubt on the group’ s ability to continue as a going concern 
however because not all future events or conditions can be predicted this statement is not a guarantee as to the group’s ability to 
continue as a going concern
our assessment of risks of material misstatement
the assessed risks of material misstatement described below are those that had the greatest effect on our audit strategy the 
allocation of resources in the audit and directing the efforts of the engagement team
risk how the scope of our audit responded to the risk
the assessment of carrying 
value of goodwill and other 
noncurrent assets
management is required to carry 
out an annual impairment test 
on goodwill and other indefinite 
lived assets which incorporates 
judgments based on assumptions 
about future profitability
we assessed the assumptions used in the impairment model for goodwill and other non
current assets described in note 10 specifically including the cash flow projections discount 
rates perpetuity growth rates and the sensitivities applied
our procedures included reviewing forecast cash flows with reference to historical trading 
performance consulting with our valuation specialists and benchmarking assumptions such 
as the perpetual growth rate and discount rate to external macroeconomic and market 
data having ascertained the extent of change in those assumptions that either individually or 
collectively would be required for the assets to be impaired by performing sensitivity analysis on 
the key assumptions we considered the likelihood of such a movement in those assumptions 
arising and the adequacy of the disclosures made in note 10 to the financial statements
revenue recognition
the majority of revenue streams 
are based on fees per transaction 
significant management judgment 
is required in the accounting for 
other revenue streams
we tested the appropriateness of the accounting treatment of nontransactionbased 
revenue streams requiring management judgment where such revenue streams exist we 
have reviewed customer contracts and performed recalculations of the revenue recognised 
accrued and deferred to assess whether the revenue recognised is consistent with the 
contract terms and ifrs
for transactionbased revenue streams we performed testing over the relevant computer systems 
and the operating effectiveness of the controls as well as substantive audit procedures
taxation
the recognition of deferred tax in 
particular on carried forward tax 
losses and sharebased payments 
requires management judgment 
we tested the appropriateness of the assumptions and estimates in relation to the 
likelihood of generating future taxable profits to support the recognition of deferred 
tax assets as described in note 14 to the financial statements we considered those 
assumptions and supporting forecasts and estimates as well as the appropriateness of the 
tax disclosures
we worked with our tax audit specialists in relation to the recognition of deferred tax 
assets and to appraise the likely outcome of technical tax treatments including the review 
of correspondence with the revenue authorities to assess the reasonableness of the 
provisions made
the audit committee’s consideration of these risks is set out on page 19 44 paypoint plc annual report 2014
governance
independent auditor’s report to the members of pa ypoint plc
continued
our audit procedures relating to these matters were designed in the context of our audit of the financial statements as a whole and 
not to express an opinion on individual accounts or disclosures our opinion on the financial statements is not modified with respect 
to any of the risks described above and we do not express an opinion on these individual matters
our application of materiality
we define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic 
decisions of a reasonably knowledgeable person would be changed or influenced we use materiality both in planning the scope of 
our audit work and in evaluating the results of our work
we determined materiality for the group to be £23 million which is below 5 of pretax profit and below 3 of equity
we agreed with the audit committee that we would report to the committee all audit differences in excess of £50000 as well 
as differences below that threshold that in our view warranted reporting on qualitative grounds we also report to the audit 
committee on disclosure matters that we identified when assessing the overall presentation of the financial statements
an overview of the scope of our audit
our group audit scope focused primarily on eleven entities ten of these were subject to a full audit this includes paypoint romania 
where a full scope audit was performed on the statutory year ended 31 december 2013 with review procedures then performed on 
the three month period to 31 march 2014 the remaining one entity was subject to audit procedures on specified account balances 
the extent of our testing was based on our assessment of the risks of material misstatement and of the materiality of the group’s 
business operations at those locations these eleven entities represent the principal business units within the group and account for 
99 of the group’s net assets 99 of the group’s revenue and 99 of the group’s profit before tax they were also selected to 
provide an appropriate basis for undertaking audit work to address the risks of material misstatement identified above our audit work 
on the eleven entities was executed at levels of materiality applicable to each individual entity which were lower than group materiality 
at the parent entity level we also tested the consolidation process and carried out analytical procedures to confirm our conclusion 
that there were no significant risks of material misstatement of the aggregated financial information of the remaining components 
not subject to audit or audit procedures on specified account balances
the group audit team continued to follow a programme of planned visits that has been designed so that a senior member of the 
audit team visits each of the locations where the group audit scope was focused every year
opinion on other matters prescribed by the companies act 2006
in our opinion
• the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the companies act 
2006 and
• the information given in the strategic report and the directors’ report for the financial year for which the financial statements are 
prepared is consistent with the financial statements
matters on which we are required to report by exception
adequacy of 
explanations 
received and 
accounting 
records
under the companies act 2006 we are required to report to you if in our opinion
• we have not received all the information and explanations we require for our audit or
• adequate accounting records have not been kept by the parent company or returns adequate for our audit 
have not been received from branches not visited by us or
• the parent company financial statements are not in agreement with the accounting records and returns
we have nothing to report in respect of these matters
directors’ 
remuneration
under the companies act 2006 we are also required to report if in our opinion certain disclosures of 
directors’ remuneration have not been made or the part of the directors’ remuneration report to be audited 
is not in agreement with the accounting records and returns we have nothing to report arising from these 
matters
corporate 
governance 
statement
under the listing rules we are also required to review the part of the corporate governance statement relating 
to the company’s compliance with nine provisions of the uk corporate governance code we have nothing to 
report arising from our review
our duty to 
read other 
information 
in the annual 
report
under international standards on auditing uk and ireland we are required to report to you if in our opinion 
information in the annual report is
• materially inconsistent with the information in the audited financial statements or
• apparently materially incorrect based on or materially inconsistent with our knowledge of the group 
acquired in the course of performing our audit or
• otherwise misleading 
in particular we are required to consider whether we have identified any inconsistencies between our knowledge 
acquired during the audit and the directors’ statement that they consider the annual report is fair balanced and 
understandable and whether the annual report appropriately discloses those matters that we communicated to 
the audit committee which we consider should have been disclosed we confirm that we have not identified any 
such inconsistencies or misleading statements paypoint plc annual report 2014 45
governance
independent auditor’s report to the members of pa ypoint plc
continued
respective responsibilities of directors and auditor
as explained more fully in the directors’ responsibilities statement the directors are responsible for the preparation of the financial 
statements and for being satisfied that they give a true and fair view our responsibility is to audit and express an opinion on the 
financial statements in accordance with applicable law and international standards on auditing uk and ireland those standards 
require us to comply with the auditing practices board’s ethical standards for auditors we also comply with international standard 
on quality control 1 uk and ireland our audit methodology and tools aim to ensure that our quality control procedures are 
effective understood and applied our quality controls and systems include our dedicated professional standards review team 
strategically focused second partner reviews and independent partner reviews
this report is made solely to the company’s members as a body in accordance with chapter 3 of part 16 of the companies act 
2006 our audit work has been undertaken so that we might state to the company’s members those matters we are required to 
state to them in an auditor’s report and for no other purpose to the fullest extent permitted by law we do not accept or assume 
responsibility to anyone other than the company and the company’s members as a body for our audit work for this report or for 
the opinions we have formed
scope of the audit of the financial statements
an audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable 
assurance that the financial statements are free from material misstatement whether caused by fraud or error this includes an 
assessment of whether the accounting policies are appropriate to the group’s and the parent company’s circumstances and have been 
consistently applied and adequately disclosed the reasonableness of significant accounting estimates made by the directors and the 
overall presentation of the financial statements in addition we read all the financial and nonfinancial information in the annual report 
to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially 
incorrect based on or materially inconsistent with the knowledge acquired by us in the course of performing the audit  if we become 
aware of any apparent material misstatements or inconsistencies we consider the implications for our report
edward hanson aca senior statutory auditor
for and on behalf of deloitte llp
chartered accountants and statutory auditor
london united kingdom
29 may 2014 46 paypoint plc annual report 2014
financial statements
consolidated income statement
note
52 weeks 
ended
31 march 
2014 
£000
53 weeks 
ended
31 march 
2013
£000
continuing operations
revenue 2 212158 208526
cost of sales 115184 118876
gross profit 96974 89650
administrative expenses 52696 47670
operating profit 5 44278 41980
share of profitloss of joint venture 13 892 965
investment income 6 231 314
finance costs 6 84 62
other gains and losses 6 691 
profit before tax 46008 41267
tax 7 10092 10316
profit for the period 24 35916 30951
  
attributable to  
equity holders of the parent 35938 30979
noncontrolling interests 25 22 28
35916 30951
  
earnings per share  
basic 9 529p 457p
diluted 9 526p 453p
consolidated statement of comprehensive income
note
52 weeks 
ended
31 march 
2014 
£000
53 weeks 
ended
31 march 
2013
£000
items that may subsequently be reclassified to the consolidated  
income statement     
exchange differences on translation of foreign operations 24 3307 1054
tax effect thereof  
other comprehensive lossincome for the period 3307 1054
profit for the period 35916 30951
total recognised income and expenses for the period 32609 32005
  
attributable to  
equity holders of the parent 32631 32033
noncontrolling interests 22 28
32609 32005 paypoint plc annual report 2014 47
financial statements
consolidated statement of financial position
note
31 march 
2014 
£000
31 march 
2013
£000
noncurrent assets 
goodwill 10 57717 56570
other intangible assets 11 6252 4637
property plant and equipment 12 21956 17729
investment in joint venture 13 686 43
deferred tax asset 14 2191 2208
investments 15  435
88802 81622
current assets  
inventories 17 731 1161
trade and other receivables 18 162653 198803
cash and cash equivalents 19 41600 46618
204984 246582
total assets 293786 328204
current liabilities  
trade and other payables 20 186291 216821
current tax liabilities 3845 5339
190136 222160
noncurrent liabilities  
other liabilities 22 79 169
79 169
total liabilities 190215 222329
net assets 103571 105875
equity  
share capital 24 226 226
share premium 24 408 297
sharebased payment reserve 24 3682 3265
translation reserve 24 2613 694
retained earnings 24 101995 101498
total equity attributable to equity holders of the parent company 103698 105980
noncontrolling interest 25 127 105
total equity 103571 105875
these financial statements were approved by the board of directors and authorised for issue on 29 may 2014 and signed on behalf 
of the board of directors 
dominic taylor
chief executive 
29 may 2014 48 paypoint plc annual report 2014
financial statements
consolidated statement of changes in equity
note
share
capital
£000
share
premium
£000
investment 
in own 
shares
£000
share 
based 
payment 
reserve
£000
translation 
reserve
£000
retained 
earnings
£000
total equity 
attributable 
to equity 
holders of 
the parent 
company
£000
non
controlling
interest
note 25
£000
total
equity
£000
opening 
equity  
26 march 2012
226 25 216 3138 360 88629 91442 77 91365
profit for the 
period
     30979 30979 28 30951
dividends paid    8      18957 18957  18957
movement in 
investment in 
own shares
24   216    216  216
exchange 
differences 
on translation 
of foreign 
operations
24     1054  1054  1054
movement in 
sharebased 
payment reserve
24    127   127  127
share premium 
arising on issue 
of shares
24  272     272  272
adjustment on 
share scheme 
vesting
24      58 58  58
deferred tax 
on sharebased 
payments
14      905 905  905
closing equity 
31 march 2013
226 297  3265 694 101498 105980 105 105875
profit for the 
period
     35938 35938 22 35916
dividends paid    8      31632 31632  31632
exchange 
differences 
on translation 
of foreign 
operations
24     3307  3307  3307
movement in 
sharebased 
payment reserve
24    417   417  417
share premium 
arising on issue 
of shares
24  111     111  111
adjustment on 
share scheme 
vesting net of 
tax benefit of 
£1053000
24      3548 3548  3548
deferred tax 
on sharebased 
payments
14      261 261  261
closing equity 
31 march 2014
226 408  3682 2613 101995 103698 127 103571 paypoint plc annual report 2014 49
financial statements
consolidated cash flow statement
note
52 weeks 
ended
31 march 
2014 
£000
53 weeks 
ended
31 march 
2013
£000
net cash inflow from operating activities 29 45434 40060
investing activities   
investment income 231 187
proceeds on disposal of investments 1127 
purchases of property plant and equipment and technology 11343 9700
proceeds from disposal of property plant and equipment 211 54
loan to joint venture 15 225 950
repayment of loan by joint venture 15 475 
acquisition of subsidiary 16 3214 
net cash used in investing activities 12738 10409
financing activities  
cash settled sharebased remuneration 5334 
dividends paid  
 final and interim 8 21450 18957
 special 8 10182 
net cash used in financing activities 36966 18957
net decreaseincrease in cash and cash equivalents 4270 10694
cash and cash equivalents at beginning of period 46618 35487
effect of foreign exchange rate changes 748 437
cash and cash equivalents at end of period 41600 46618 50 paypoint plc annual report 2014
financial statements
note
31 march
2014
£000
31 march
2013
£000
noncurrent assets 
investments 15 124180 118325
124180 118325
current assets   
trade and other receivables 18 11361 498
cash and cash equivalents 50 20
11411 518
total assets 135591 118843
current liabilities   
trade and other payables 20 582 
current tax liabilities 498 881
1080 881
noncurrent liabilities   
other liabilities 22 64765 21137
total liabilities 65845 22018
net assets 69746 96825
equity   
share capital 24 226 226
share premium 24 408 297
sharebased payment reserve 24 3682 3265
retained earnings 24 65430 93037
total equity 69746 96825
these financial statements were approved by the board of directors and authorised for issue on 29 may 2014 and signed on behalf 
of the board of directors
dominic taylor
chief executive
29 may 2014
company statement of financial position paypoint plc annual report 2014 51
financial statements
company statement of changes in equity
note
share
capital
£000
share
premium
£000
investment in 
own shares
£000
sharebased 
payment 
reserve
£000
retained 
earnings
£000
total
equity
£000
opening equity  
26 march 2012
226 25 216 3138 108676 111849
profit for the period     3006 3006
dividends paid    8     18957 18957
movement in 
investment in own 
shares 
24   216   216
movement in  
sharebased payment 
reserve
24    127  127
share premium 
arising on issue of 
shares
24  272    272
adjustment on share 
scheme vesting
24     312 312
closing equity 
31 march 2013
226 297  3265 93037 96825
profit for the period     7573 7573
dividends paid    8     31632 31632
movement in  
sharebased payment 
reserve
24    417  417
share premium 
arising on issue of 
shares
24  111    111
adjustment on share 
scheme vesting net 
of tax benefit of 
£1053000
24     3548 3548
closing equity  
31 march 2014
226 408  3682 65430 69746 52 paypoint plc annual report 2014
financial statements
company cash flow statement
note
52 weeks 
ended
31 march 
2014 
£000
53 weeks 
ended
31 march 
2013
£000
net cash flow from operating activities 29 30274 22568
investing activities   
dividends received from subsidiaries 6199 
proceeds on disposal of investments 1127 
loan to joint venture 15 225 950
repayment of loan by joint venture 15 475 
acquisition of subsidiary 16 3214 
investment in group companies 15 2974 2686
net cash used in investing activities 1388 3636
financing activities  
dividends paid 8 31632 18957
net cash used in financing activities 31632 18957
net increasedecrease in cash and cash equivalents 30 25
cash and cash equivalents at beginning of period 20 45
cash and cash equivalents at end of period 50 20 paypoint plc annual report 2014 53
financial statements
notes to the financial statements
1 accounting policies
these financial statements have been prepared on an historical 
cost basis and on the basis of the policies set out below
basis of preparation
the financial statements have been prepared in accordance with 
international financial reporting standards ifrs as adopted for 
use in the european union and therefore comply with article 4 
of the eu ias regulation
the directors are satisfied that the group has adequate resources 
to continue in operational existence for the foreseeable future a 
period of not less than 12 months from the date of this report 
the group’s liquidity review can be found in the strategic report 
on page 10 the group’s going concern position is further 
discussed in the directors’ report on page 23 the financial 
statements are prepared on a going concern basis
the following new and revised standards and interpretations 
have been adopted in the current year their adoption has not 
had any significant impact on the amounts reported in these 
financial statements but may impact the accounting for future 
transactions and arrangements
early adoption of ias 36 amended impairment of assets
the amendment to ias 36 removes a requirement to disclose 
the recoverable amount of a cashgenerating unit whether or 
not an impairment loss has been recognised in respect of that 
unit in the current period the amendment instead requires the 
disclosure of the determined recoverable amount only where 
an impairment loss has been recognised during the reporting 
period the group has elected to early adopt this amendment 
for the current year
ias 1 presentation of financial statements
ifrs 7 amended disclosures – offsetting financial assets and 
financial liabilities
ifrs 13 fair value measurement
new standards and interpretations in issue but not yet effective
ias 32 amended offsetting financial assets and financial 
liabilities
ias 27 revised separate financial statements
ias 28 revised investments in associates and joint ventures
ifrs 10 ifrs 12 and ias 27 amended investment entities
ifrs 9 financial instruments
ifrs 10 consolidated financial statements
ifrs 11 joint arrangements
ifrs 12 disclosure of interest in other entities
ias 39 amended novation of derivatives and continuation of 
hedge accounting
ias 19 amended employee contributions
annual improvements to ifrss 201012 cycle
annual improvements to ifrss 201113 cycle
the group does not consider that these standards and 
interpretations will have a material impact on the financial 
statements of the group when the respective standards or 
interpretations come into effect 
the financial statements are presented in pounds sterling 
because it is the currency of the primary economic environment 
in which the group operates
the principal accounting policies adopted are set out below
basis of consolidation
paypoint plc the company acts as a holding company the 
group accounts consolidate the accounts of the company and 
entities controlled by the company its subsidiaries drawn up to 
march each year control is achieved where the company has the 
power to govern the financial and operating policies of an entity 
in which it invests so as to obtain benefits from its activities 
the results of subsidiaries acquired or sold are consolidated for 
the periods from or to the date on which control passed all 
intergroup transactions balances income and expenses are 
eliminated on consolidation except for joint ventures
business combinations
the acquisition of subsidiaries is accounted for using the 
purchase method investments are stated at cost less any 
required provision for impairment the cost of the acquisition 
is measured at the aggregate of the fair values at the date of 
exchange of assets given liabilities incurred or assumed and 
equity instruments issued by the group in exchange for control 
of the acquiree the acquired identifiable assets liabilities and 
contingent liabilities that meet the conditions for recognition 
under ifrs 3 revised are recognised at their fair value at the 
acquisition date except for noncurrent assets that are classified 
as held for resale in accordance with ifrs 5 noncurrent 
assets held for sale and discontinued operations which are 
recognised and measured at fair value less costs to sell
goodwill
goodwill arising on consolidation represents the excess of the 
cost of acquisition over the group’s interest in the fair value of 
the identifiable assets and liabilities of a subsidiary at the date of 
acquisition goodwill which has an indefinite useful economic 
life is initially recognised as an asset at cost and is subsequently 
measured at cost less any accumulated impairment losses 
for the purpose of impairment testing goodwill is allocated to 
each of the group’s cashgenerating units expected to benefit 
from the synergies of the combination cashgenerating units 
to which goodwill has been allocated are tested for impairment 
annually or more frequently when there is an indication that the 
unit may be impaired if the recoverable amount of the cash
generating unit is less than the carrying amount of the unit the 
impairment loss is allocated first to reduce the carrying amount 
of any goodwill allocated to the unit and then to the other 
assets of the unit prorata on the basis of the carrying amount 
of each asset in the unit any impairment loss for goodwill is 
recognised immediately in profit or loss and is not reversed in a 
subsequent year 54 paypoint plc annual report 2014
financial statements
impairment of tangible and intangible assets 
other than goodwill
at each balance sheet date the group reviews the carrying 
amounts of its tangible and intangible assets to determine 
whether there is any indication that those assets have suffered 
an impairment loss if any such indication exists the recoverable 
amount of the asset is estimated in order to determine the 
extent of the impairment loss if any where the asset does not 
generate cash flows that are independent from other assets the 
group estimates the recoverable amount of the cashgenerating 
unit to which the asset belongs an intangible asset with an 
indefinite useful life and intangible assets not available for use 
are tested for impairment annually and whenever there is an 
indication that the asset may be impaired
recoverable amount is the higher of fair value less costs to sell 
and value in use in assessing value in use the estimated future 
cash flows are discounted to their present value using a pretax 
discount rate that reflects current market assessments of the 
time value of money and the risks specific to the asset for which 
the estimates of future cash flows have not been adjusted
if the recoverable amount of an asset or cashgenerating unit 
is estimated to be less than its carrying amount the carrying 
amount of the asset or cashgenerating unit is reduced to its 
recoverable amount an impairment loss is recognised as an 
expense immediately
the reversal of any impairment loss is limited by the net book 
value to which the relevant asset would have been reduced 
had no impairment occurred a reversal of an impairment loss is 
recognised as income immediately
revenue
revenue is measured at the fair value of the consideration 
received or receivable and comprises the value of sales of 
services excluding sales taxes in the normal course of business
revenue is deferred when cash has been received for the 
provision of the contracted service to the extent that the service 
has not been rendered such as the setup of a new service for 
a client
revenue and cost of sales are recorded according to the 
actual transactions that occur in a given period in ireland and 
romania paypoint is contracted as principal in the supply of 
prepaid mobile topups accordingly revenue includes the sale 
price of the mobile topups and the cost of sales includes the 
cost of the mobile topups to paypoint  in the uk paypoint is 
contracted as agent in the supply of prepaid mobile topups 
and accordingly only the commission receivable from mobile 
operators is included in revenue
dividend income from investments is recognised when the 
shareholders’ rights to receive payment have been established
cost of sales
cost of sales includes agents’ commission the cost of mobile 
topups and sim cards where paypoint acts as principal in their 
purchase and sale consumables communications maintenance 
depreciation amortisation and field service costs and any external 
processing charges levied by credit card scheme sponsors all 
other costs are allocated to administrative expenses
pension costs
the group makes payments to a number of defined contribution 
pension schemes the amounts charged to the profit and loss 
account in respect of pension costs represent contributions 
payable in the year differences between contributions payable 
in the year and contributions actually paid are shown as either 
accruals or prepayments in the statement of financial position
sharebased payments
equitysettled sharebased payments are measured at fair 
value at the date of grant the fair value determined at the 
grant date of the equitysettled sharebased payments is 
expensed on a straight line basis over the vesting period 
based upon independent advice that the shares will 
eventually vest fair value is measured by use of either a 
monte carlo simulation or black scholes model depending 
upon the scheme the expected life used in the model has 
been adjusted based on management’s best estimate for 
the effects of nontransferability exercise restrictions and 
behavioural considerations
interest income
interest income is accrued on a time basis by reference to 
the principal outstanding and at the effective interest rate 
applicable which is the rate that exactly discounts estimated 
future cash receipts through the expected life of the financial 
asset to that asset’s net carrying amount 
taxation
the group operates in a number of different tax jurisdictions 
which leads to some complexity in tax matters this requires a 
degree of estimation of liabilities and delays resolution of issues 
the final resolution of tax issues may give rise to variances in 
profit and loss and cash the group’s policy is to pay tax when 
due but to minimise tax payments where practically possible 
without engaging in aggressive tax schemes
the tax expense represents the sum of the payable in respect of 
the period under review based on the taxable profit for the period 
and deferred tax taxable profit differs from net profit as reported 
in the income statement because it excludes items of income or 
expense that are taxable or deductible in other years and items 
that are never taxable or deductible the group’s liability for 
current tax is calculated using tax rates that have been enacted or 
substantively enacted by the balance sheet date 
deferred tax is provided in full on temporary differences 
between the tax bases of assets and liabilities and their carrying 
amounts in the consolidated financial statements the provision 
is calculated using tax rates that have been substantively 
enacted by the balance sheet date deferred tax assets are 
recognised to the extent that it is probable that future taxable 
profit will be available against which the tax will be realised
deferred tax liabilities are recognised for taxable temporary 
differences arising on investments in subsidiaries and interests 
in joint ventures except where the group is able to control the 
reversal of the temporary difference and it is probable that the 
temporary difference will not reverse in the foreseeable future
the carrying amount of deferred tax assets is reviewed at each 
balance sheet date and reduced to the extent that it is no longer 
probable that sufficient taxable profits will be available to allow 
all or part of the asset to be recovered deferred tax is charged 
or credited in the income statement except when it relates to 
items charged or credited directly to equity in which case the 
deferred tax is also dealt with in equity
foreign currency
foreign currency transactions are translated into the functional 
currency using the exchange rates prevailing at the dates of 
the transaction at each balance sheet date monetary assets 
and liabilities that are denominated in foreign currencies are 
retranslated at the rates prevailing on the balance sheet date 
nonmonetary assets and liabilities carried at fair value that 
are denominated in foreign currency are translated at the rates 
prevailing at the date when fair value was determined gains 
and losses arising on retranslation are included in net profit or 
loss for the year except for exchange differences arising on non
notes to the financial statements continued paypoint plc annual report 2014 55
financial statements
notes to the financial statements continued
monetary assets and liabilities where the changes in fair value 
are recognised directly in equity
on consolidation the assets and liabilities of the group’s 
overseas operations are translated at exchange rates prevailing 
on the balance sheet date income and expense items are 
translated at the average exchange rates for the period unless 
exchange rates fluctuate significantly exchange differences 
arising if any are classified as equity and transferred to the 
group’s translation reserve such translation differences are 
recognised as income or as expenses in the year of disposal of 
the operation
intangible assets
recognised on acquisition
on acquisitions the group has recognised contracts with 
merchants and acquired systems based on their estimated fair 
values as intangible assets
contracts with merchants are amortised on a straight line basis 
generally between one and five years and acquired systems are 
amortised over their estimated useful economic life of ten years
software development expenditure
the group develops computer software for internal use 
software development expenditure on large projects is 
recognised as an intangible asset if it is probable that the asset 
will generate future economic benefits the costs that are 
capitalised are the directly attributable costs necessary to create 
and prepare the asset for operations software development 
costs recognised as an intangible asset are amortised on a 
straight line basis over its useful life which is between 5 and 
10 years other software costs are recognised in administrative 
expenses when incurred 
property plant and equipment
property plant and equipment are stated at cost net of 
depreciation less provision for impairment depreciation is 
provided at rates calculated to write off the cost less estimated 
residual value of each asset on a straight line basis over its 
expected useful life the estimated useful lives are as follows 
and are reviewed on an annual basis
• freehold building – 50 years
• leasehold improvements – over the life of the lease
• terminals – 5 years
• automatic teller machines – 4 years and
• other classes of assets – 3 to 5 years
the gain or loss arising on the disposal or retirement of an asset 
is determined as the difference between the sales proceeds and 
the carrying amount of the asset and is recognised as income
inventories
inventories are valued at the lower of cost or net realisable value
trade and other receivables
trade receivables represent the amount of commission due 
from clients for which payment has not been received less an 
allowance for doubtful accounts that is estimated based on 
factors such as the credit rating of the customer historical trends 
the current economic environment and other information
items in the course of collection represent gross transaction 
values received by retail agents that have not yet been collected 
by paypoint
trade and other payables
trade payables represent the amount of invoices received from 
suppliers for purchases of goods and services for which payment 
has not been made
settlement payables represent gross transaction values received 
by retail agents that have not yet been settled to clients
joint ventures
a joint venture entity is an entity in which the group holds a 
long term interest and shares joint control over the strategic 
financial and operating decisions with one or more other 
ventures under a contractual arrangement the group’s share of 
net assets posttax profit and loss and dividends are accounted 
for using the equity method of accounting
leases
assets held under finance leases which confer rights and 
obligations similar to those attached to owned assets are 
capitalised as property plant and equipment and are depreciated 
over the shorter of the lease terms and their useful lives the 
capital elements of future lease obligations are recorded as 
liabilities while the interest elements are charged to the profit 
and loss account over the period of the leases to produce a 
constant rate of charge on the remaining balance of liability 
rentals under operating leases are charged on a straight line basis 
over the lease term even if the payments are not made on such 
a basis benefits received and receivable as an incentive to sign an 
operating lease are similarly spread on a straight line basis over 
the lease term rentals received for atms from retail agents under 
operating leases are credited to income on a straight line basis 
over the lease term
bank and other loans
bank and other loans are initially measured at fair value 
net of any attributable transaction costs if any and are 
subsequently measured at amortised cost using the effective 
interest rate method
dividends
final dividends on ordinary shares are recognised in equity in the 
year in which they are approved by the company’s shareholders 
interim dividends are recognised when declared
own shares
paypoint purchases its own shares for the purpose of employee 
sharebased payment schemes such shares are deducted from 
equity and no profit or loss is recognised on the transactions
cash and cash equivalents
for the purpose of the cash flow statement cash and cash 
equivalents comprise cash at bank and in hand and shortterm 
deposits with original maturity of less than three months and 
are subject to insignificant risk of changes in value
critical accounting judgments and key sources 
of estimation uncertainty
in the application of the group’s accounting policies which are 
described in note 1 the directors are required to make judgments 
estimates and assumptions about the carrying amounts of assets 
and liabilities that are not readily apparent from other sources 
the estimates and associated assumptions are based on historical 
experience and other factors that are considered to be relevant 
actual results may differ from these estimates
 
the estimates and underlying assumptions are reviewed on an 
ongoing basis revisions to accounting estimates are recognised 
in the period in which the estimate is revised if the revision affects 
only that period or in the period of the revision and future 
periods if the revision affects both current and future periods
the critical accounting judgments at the balance sheet date 
that have a significant risk of causing a material adjustment to 
the carrying amount of assets and liabilities within the next year  56 paypoint plc annual report 2014
financial statements
notes to the financial statements continued
and key sources of estimation uncertainty in the business are 
the valuation of goodwill of £577 million at 31 march 2014 
2013 £566 million and other intangible assets of £63 million 
at 31 march 2014 2013 £46 million management reviews 
goodwill and intangible assets not available for use for any 
impairment on an annual basis notes 10 and 11 intangible 
assets are amortised over their economic useful life note 11 
the accounting policies for goodwill and intangible assets are 
included above in this note 1
2 segmental reporting revenue net revenue   
and cost of sales
i  segmental information
paypoint is a service provider for consumer transactions 
through various distribution channels involving the 
processing of high volume transactions the management 
of retailers and clients the settlement of funds collection 
and transmission and transmission of data in a secure 
environment by the application of technology
the application of technology is directed on a group basis 
by the group’s executive comprising the chief executive 
group finance director business development director 
and chief information officer to develop products across 
the business prioritised on an economic value basis 
generally by product rather than on a subsidiary by 
subsidiary basis as the business has high fixed operating 
costs the company regards the analysis of net revenue as 
the most reliable indication of contribution on a product 
by product basis and net revenue analysis is shown in the 
operating and financial review 
whilst the group has a number of different services and 
products these do not meet the definition of different 
segments under ifrs 8 and therefore the group has only 
one reportable class of business being a service provider 
for consumer payment and value added transactions
ii revenue net revenue and cost of sales
revenue comprises the value of sales excluding sales 
taxes of services in the normal course of business 
 
revenue performance of the business is measured by net 
revenue which is calculated as the total revenue from 
clients less commissions paid to retail agents the cost of 
mobile topups and sim cards where paypoint is principal 
and costs incurred by paypoint which are recharged to 
clients and merchants these costs include retail agent 
commission merchant service charges levied by card 
scheme sponsors and costs for the provision of call 
centres for mobile parking clients
net revenue
52 weeks
ended
31 march
2014
£000
53 weeks
ended
31 march
2013
£000
revenue 
– transaction processing 211196 207437
– service charge income from atms 962 1089
212158 208526
less   
commission payable to retail agents 64925 69099
cost of mobile topups and sim 
cards as principal 31331 32004
card scheme sponsors’ charges 2162 1766
net revenue 113740 105657
cost of sales
52 weeks 
ended
31 march 
2014
£000
53 weeks 
ended
31 march 
2013
£000
cost of sales 
commission payable to retail agents 64925 69099
cost of mobile topups and sim cards 
as principal 31331 32004
card scheme sponsors’ charges 2162 1766
depreciation and amortisation 5166 4071
other 11600 11936
total cost of sales 115184 118876
geographical information
revenue 
uk 168181 167294
ireland 11672 14880
romania 28258 24288
north america 4047 2064
total 212158 208526
noncurrent assets excluding 
deferred tax
uk 84706 77660
romania 1373 1450
north america 532 304
total 86611 79414
52 weeks
ended
31 march
2014
53 weeks
ended
31 march
2013
average number of persons 
employed 
sales distribution and marketing 223 173
operations and administration 464 447
687 620
staff costs during the period 
including directors £000 £000
wages and salaries 29399 27210
social security costs 3004 2243
pension costs note 26 892 706
33295 30159
3 employee information
directors’ emoluments pension contributions and share options 
are disclosed in the remuneration committee report on pages 
25 to 41 included within staff costs is a sharebased payment 
charge note 24 of £1324000 2013 £1332000 paypoint plc annual report 2014 57
financial statements
notes to the financial statements continued
4 profit of parent company
the company has taken advantage of the exemption under 
s408 of the companies act 2006 and consequently the income 
statement of the parent company is not presented as part of these 
financial statements the profit of the parent company for the 
financial period amounted to £7573000 2013 £3006000
5 operating profit
group
52 weeks 
ended
31 march 
2014
£000
53 weeks 
ended
31 march 
2013
£000
operating profit is after charging
crediting 
inventory expensed – cost of mobile 
topups and sim cards as principal 31331 32004
depreciation on owned assets 4551 3891
profitloss on disposal of property 
plant and equipment 15 31
amortisation of intangible assets 615 180
operating leases 
– other operating lease charges 411 520
– atm service charge income 962 1089
auditor’s remuneration note below 430 368
research and development costs 1910 1850
staff costs note 3 33295 30159
2014
£000
2013
£000 
auditor’s remuneration 
fees payable to the company’s 
auditor for the audit of the 
company’s annual accounts 11 10
fees payable to the company’s 
auditor for the audit of the 
company’s subsidiaries 196 169
total audit fees 207 179
fees payable to the group’s auditor 
for the review of the interim results 34 34
auditrelated assurance services 34 34
fees payable to the group’s auditor 
and its associates for other services to 
the group  
corporate finance services 70 
tax compliance services 61 69
tax advisory services 58 86
total other services 189 155
total auditor’s remuneration 430 368
fees payable to deloitte llp and its associates for nonaudit 
services to the company are not required to be disclosed because 
the consolidated financial statements are required to disclose 
such fees on a consolidated basis a description of the work of 
the audit committee is set out on pages 18 to 20 and includes an 
explanation of how auditor independence is safeguarded where 
nonaudit services are provided by the auditor
6 investment income finance costs and other 
gains and losses 
investment income comprises interest on current and deposit 
accounts
investment income
52 weeks 
ended
31 march 
2014
£000
53 weeks 
ended
31 march 
2013
£000
bank deposit interest 231 314
finance costs
52 weeks 
ended
31 march 
2014
£000
53 weeks 
ended
31 march 
2013
£000
bank charges 84 62
other gains and losses
52 weeks 
ended
31 march 
2014
£000
53 weeks 
ended
31 march 
2013
£000
profit on disposal of investments 691 
during the year the company disposed of the investment held in 
ob10 note 28 58 paypoint plc annual report 2014
financial statements
notes to the financial statements continued
9 earnings per share
basic earnings per share
basic and diluted earnings per share are calculated on the 
following profits and number of shares
52 weeks 
ended
31 march 
2014
£000
53 weeks 
ended
31 march 
2013
£000
profit for basic and diluted 
earnings per share is the net profit 
attributable to equity holders of 
the parent 35938 30979
31 march 
2014
number of 
shares
31 march
2013
number of 
shares
weighted average number of 
ordinary shares in issue for basic 
earnings per share 67895495 67847512
potential dilutive ordinary 
shares   
longterm incentive plan 312532 488772
deferred share bonus 89337 82787
diluted basis 68297364 68419071
 8 dividends on equity shares
52 weeks 
ended
31 march 
2014
£000
53 weeks 
ended
31 march 
2013
£000
equity dividends on ordinary 
shares 
interim dividend paid of 114p per 
share 2013 102p 7739 6906
proposed final dividend of 239p 
per share 2013 paid 202p  
per share 16205 13728
proposed special dividend of nil 
pence per share 2013 150p  
per share  10182
total dividends paid and 
recommended of 353p per share 
2013 454p per share 23944 30816
amounts distributed to equity 
holders in the period   
final dividend for the prior period 13711 12051
special dividend for the prior period 10182 
interim dividend for the current 
period 7739 6906
31632 18957
the proposed final dividend is subject to approval by 
shareholders at the annual general meeting and has not been 
included as a liability in these financial statements
7 tax
52 weeks 
ended
31 march 
2014
£000
53 weeks 
ended
31 march 
2013
£000
current tax
charge for current period 10773 10756
adjustment in respect of prior periods 437 38
current tax charge 10336 10718
  
deferred tax  
credit for current period 244 425
adjustment in respect of prior periods  23
deferred tax credit note 14 244 402
total income tax  
income tax charge 10092 10316
the income tax charge is based on 
the united kingdom statutory rate of 
corporation tax for the period of  
23 2013 24
the charge for the period can be 
reconciled to the profit before tax  
as set out in the consolidated  
income statement 
profit before tax 46008 41267
tax at the uk corporation tax rate of 
23 2013 24 10582 9904
tax effects of
losses in countries where the tax rate 
is different to the uk 189 110
disallowable expenses 106 307
utilisation of tax losses not previously 
recognised 222 117
losses in companies where a deferred 
tax asset was not recognised 492 523
adjustments in respect of prior periods 437 15
research and development allowance 132 133
tax impact of sharebased payments 56 122
revaluation of deferred tax asset from 
23 to 21 156 79
deferred tax asset recognised for past 
losses in subsidiary 320 
actual amount of tax charge 10092 10316 paypoint plc annual report 2014 59
financial statements
notes to the financial statements continued
total 
£000
cost 
at 31 march 2013 56570
additions note 16 3814
exchange rate adjustment 2667
at 31 march 2014 57717
accumulated impairment losses  
at 31 march 2013  
 
impairment losses for the period 
at 31 march 2014  
 
carrying amount  
at 31 march 2014 57717
at 25 march 2013 56570
total 
£000
cost 
at 25 march 2012 56076
exchange rate adjustment 494
at 31 march 2013 56570
accumulated impairment losses 
at 25 march 2012  
impairment losses for the year
at 31 march 2013  
carrying amount
at 31 march 2013 56570
at 25 march 2012 56076 
10 goodwill
the group tests goodwill annually for impairment or more 
frequently if there are indications that goodwill might be 
impaired the recoverable amounts of the cash generating 
units are determined from value in use calculations the key 
assumptions for the value in use calculations are those regarding 
the discount rates growth rates and expected changes to 
selling prices and direct costs during the period management 
estimates discount rates using pretax rates that reflect current 
market assessments of the time value of money and the risks 
specific to the cash generating units the growth rates are based 
on industry growth forecasts changes in selling prices and 
direct costs are based on past experience and expectation of 
future changes in the market
during the year paypointnet paybyphone and adaptis were 
combined into one cash generating unit mobile and online  
a cash generating unit is defined by ias 366 as ‘the smallest 
identifiable group of assets that generates cash inflows that 
are largely independent of the cash inflows from other assets 
or groups of assets’ as the cash inflows of these previously 
individual cash generating units will no longer be separable 
management will be testing mobile and online in total for 
goodwill impairment going forward
the group prepares cash flow forecasts derived from the most 
recent financial budgets approved by management for the next 
five years for mobile and online four years for romania and 
extends cash flows to perpetuity terminal values are based on 
nominal growth rates that do not exceed 3 2013 3 the 
pretax rates used to discount the forecast cash flows are based 
on the group’s estimated weighted average cost of capital 
adjusted for country or business specific risk premiums the 
pretax rates used were 125 2013 130 for mobile and 
online and 149 2013 119 for paypoint romania 
goodwill arising on acquisition
31 march
2014
£000
31 march
2013
£000
paypointnet 18207 18207
paybyphone 27350 29659
adaptis 3814 
mobile and online 49371 47866
paypoint romania 8346 8704
total 57717 56570
for paypoint romania the difference between the recoverable 
amount and the carrying amount at period end was  
£302 million headroom would reduce to £nil if the forecast 
average annual growth in net revenue for the next four years of 
167 reduced to 47 per annum
for mobile and online the difference between the recoverable 
amount and the carrying amount at period end was  
£907 million headroom would reduce to £nil if the forecast 
average annual growth in net revenue for the next four years of 
210 reduced to 149 per annum 60 paypoint plc annual report 2014
financial statements
notes to the financial statements continued
12 property plant and equipment
group
terminals 
and 
atms 
£000 
fixtures 
fittings  
and 
equipment 
£000 
land 
and 
buildings
£000
total 
£000
cost 
at 31 march 2013 41203 7481 6412 55096
additions 8087 985  9072
disposals 2121 1735  3856
exchange rate 
adjustment 209 223  432
at 31 march 2014 46960 6508 6412 59880
accumulated depreciation 
at 31 march 2013 32788 4204 375 37367
charge for the 
period 3827 636 88 4551
disposals 1935 1725  3660
exchange rate 
adjustment 155 179  334
at 31 march 2014 34525 2936 463 37924
net book value
at 31 march 2014 12435 3572 5949 21956
at 31 march 2013 8415 3277 6037 17729
the cost of atms provided to retail agents under operating 
leases is £120 million 2013 £100 million and the 
accumulated depreciation is £79 million 2013 £73 million 
at 31 march 2014 the group had entered into contractual 
commitments for the acquisition of terminals and atms 
amounting to £04 million 2013 £06 million
group
terminals 
and 
atms 
£000 
fixtures 
fittings and 
equipment 
£000 
land 
and 
buildings
£000
total 
£000 
cost 
at 25 march 2012 35879 6495 6412 48786
additions 5264 1180  6444
disposals 26 230  256
exchange rate 
adjustment 86 36  122
at 31 march 2013 41203 7481 6412 55096
accumulated depreciation 
at 25 march 2012 29660 3627 287 33574
charge for the year 3098 705 88 3891
disposals 17 154  171
exchange rate 
adjustment 47 26  73
at 31 march 2013 32788 4204 375 37367
net book value
at 31 march 2013 8415 3277 6037 17729
at 25 march 2012 6219 2868 6125 15212
11 other intangible assets
acquired
systems
£000
development
costs
£000
acquired
contracts 
with 
merchants
£000
total
£000 
cost 
at 31 march 
2013 1800 3982 2052 7834
additions  2230  2230
at 31 march 
2014 1800 6212 2052 10064
  
amortisation  
at 31 march 
2013 1145  2052 3197
charge for the 
year 180 435  615
at 31 march 
2014 1325 435 2052 3812
  
carrying 
amount  
at 31 march 
2014 475 5777  6252
at 31 march 
2013 655 3982  4637
the amortisation period for acquired systems and development 
costs incurred is dependent upon their useful economic life and 
is between 5 years and 10 years and amortisation of merchant 
contracts is between 19 years and 46 years depending 
upon the merchant churn in the relevant acquired company  
amortisation is charged to cost of sales
at 31 march 2014 the group had not entered into any material 
contractual commitments for other intangible assets
acquired
systems
£000
development
costs
£000
acquired
contracts 
with 
merchants
£000
total
£000 
cost 
at 25 march 
2012 1800 1469 2052 5321
additions  2513  2513
at 31 march 
2013 1800 3982 2052 7834
  
amortisation  
at 25 march 
2012 965  2052 3017
charge for the 
year 180   180
at 31 march 
2013 1145  2052 3197
  
carrying 
amount  
at 31 march 
2013 655 3982  4637
at 25 march 
2012 835 1469  2304 paypoint plc annual report 2014 61
financial statements
notes to the financial statements continued
14 deferred tax asset
31 march
2013
£000
debt
credit to 
income 
statement
£000
credit to
equity
£000
31 march
2014
£000
tax 
depreciation 1231 144  1087
sharebased 
payments 1104 43 261 886
tax losses  320  320
intangibles 125 25  100
shortterm 
temporary 
differences 2   2
total 2208 244 261 2191
25 march
2012
£000
credit to 
income 
statement
£000
credit to
equity
£000
31 march
2013
£000
tax 
depreciation 1112 119  1231
sharebased 
payments  199 905 1104
intangibles 209 84  125
shortterm 
temporary 
differences 2   2
total 901 402 905 2208
13 investment in joint venture
on 5 february 2009 paypoint entered a 5050 joint venture 
with yodel formerly home delivery network the joint venture 
company drop and collect limited trades as collect paypoint 
subscribed to £500000 of ordinary shares in the company the 
joint venture company has the same accounting reference date 
as paypoint plc
paypoint’s share of aggregated 
amounts relating to joint ventures
31 march 
2014
£000  
31 march
2013
£000
total assets 4212 1877
total liabilities 9076 7634
share of net assets 4864 5757
loan to joint venture note 15 5550 5800
investment in joint venture 686 43
paypoint’s share of aggregated 
amounts relating to joint ventures
52 weeks 
ended
31 march 
2014
£000
52 weeks 
ended
31 march 
2013
£000
revenues 17046 8876
profitloss for period 892 965
at the balance sheet date a deferred tax asset of £22 million 
2013 £22 million was recognised on the basis that there will 
be sufficient future taxable profits against which the deferred 
tax asset can be recovered based on management forecasts
at the balance sheet date the group had unused tax losses of 
£84 million 2013 £99 million available for offset against future 
profits for which no deferred tax asset is recognised included in 
unrecognised tax losses were no losses which will expire in less 
than three years and £05 million that will expire within four to 
seven years other losses may be carried forward indefinitely
no deferred tax liability has been recognised in respect 
of temporary differences associated with investments in 
subsidiaries because the group is in a position to control the 
timing of the reversal of the temporary differences and it is 
probable that such differences will not reverse in the foreseeable 
future the aggregate amount of these differences is not 
material at the balance sheet date
during the period reductions in the main rate of corporation tax 
were enacted from 23 to 21 effective from 1 april 2014 
and to 20 from 1 april 2015 deferred tax has been calculated 
using the 20 corporation tax rate these future reductions 
in the main tax rate are expected to have a similar impact as 
for 2013 however the actual impact will be dependent on the 
deferred tax position at that time   62 paypoint plc annual report 2014
financial statements
notes to the financial statements continued
the company holds 100 of the issued share capital of the  
above companies except mobile payment services sas where 
it holds 86 of the issued ordinary share capital to avoid a 
statement of excessive length details of investments which are 
not significant have been omitted
group company
31 march 
2014
£000
31 march
2013
£000
31 march 
2014
£000
31 march
2013
£000
investments 
carried at 
cost
investment in 
ob10 limited 
note 28  435  435
investments in 
subsidiaries and 
joint venture   124180 117890
 435 124180 118325
during the period the company sold its interest in ob10 and 
the shares in tungsten corporation it received in part payment 
realising a profit of £07 million the company also received 
£0475 million 2013 nil of loan repayments from collect 
note 13 and made a loan payment of £0225 million  
2013 £095 million to collect the company also subscribed 
for additional share capital in paybyphone mobile technologies 
inc for £21million and £07 million in paybyphone limited 
2013 £27 million to paybyphone mobile technologies inc
16 acquisition of subsidiary
on 3 february 2014 the group acquired 100 of the issued 
share capital of adaptis solutions limited adaptis a business 
that specialises in providing a range of parking services including 
electronic parking permits automatic number plate recognition 
systems for car parks and penalty charge notices 
initial consideration of £34 million was paid in cash with the 
potential for a further £025 million retained for any net asset 
adjustment on finalisation of completion accounts £04 million 
consideration deferred for two years and £07 million dependent 
upon continued employment of executive management for two 
years following the acquisition  
paypoint does not believe that the £025 million future payment  
is likely based on the finalisation of completion accounts  
after the year end and has therefore not included it in the 
total consideration
the £07 million dependent upon continued employment of 
executive management for two years will be recognised in the 
profit and loss account as remuneration expense over the period 
of deferral rather than as consideration as defined in ifrs 3 
paragraph b55a
costs related to the acquisition were £02 million these costs have 
been treated as an administrative expense
this transaction has been accounted for by the purchase 
method of accounting
15 investments
subsidiary undertakings 
the company a holding company has investments directly or 
indirectly in the following subsidiary undertakings
subsidiary of the 
company 
principal activity country of 
registration
paypoint 
network limited 
management of an  
electronic payment service
england and 
wales
paypoint 
collections 
limited 
provision of a payment 
collection service 
england and 
wales
paypoint retail 
solutions limited 
provision of retail services england and 
wales
paypoint ireland 
limited 
holding company in ireland ireland
paypoint 
network ireland 
limited 
management of an 
electronic payment service 
in ireland
ireland
paypoint 
collections 
ireland limited 
provision of a payment 
collection service in ireland 
ireland
paypoint services 
romania srl 
management of an 
electronic payment and 
collection service in 
romania
romania
metacharge 
limited 
online payment service 
provider 
england and 
wales
paypointnet 
limited
online payment service 
provider 
england and 
wales
counter payment 
managers 
limited 
esop scheme isle of man
paybyphone 
limited
provision of a payment by 
phone service
england and 
wales
paybyphone 
mobile 
technologies inc
provision of a payment by 
phone service
canada
paypoint 
technologies 
canada inc
holding company in 
canada
canada
mobile payment 
services sas
provision of a payment by 
phone service
france
paypoint pty 
limited
provision of an online  
payment service
australia
adaptis 
solutions limited
provision of a payment by 
phone service
england and 
wales paypoint plc annual report 2014 63
financial statements
group company
31 march 
2014
£000
31 march
2013
£000
31 march 
2014
£000
31 march
2013
£000
trade 
receivables
1
15808 21111  
allowance for 
doubtful debts 1313 1552  
14495 19559  
items in the 
course of 
collection
2
137043 171982  
amounts 
owed by group 
companies   11175 485
other 
receivables 1717 2573 13 11
prepayments 
and accrued 
income 9398 4689 173 2
162653 198803 11361 498
notes to the financial statements continued
fair value
£000
net assets acquired
property plant and 
equipment
6
trade and other receivables 158
cash and cash equivalents 213
trade and other payables 412
noncurrent liabilities 
total net assets acquired 35
goodwill 3814
total consideration 3779
satisfied by
cash 3427
liability for deferred 
consideration
352
 3779
net cash outflow arising 
on acquisition
cash consideration 3427
cash and cash equivalents 
acquired
213
 3214
the goodwill of £38 million has arisen primarily from the 
opportunity to strengthen mobile and online’s position in the 
parking payments industry expanding its range of parking 
products into offstreet locations fines and permits and 
improving the capability to bid for bundled contracts
the total gross contractual amounts receivable at the date of 
acquisition were £034 million the best estimate at acquisition 
date of the contractual cash flows not to be collected is  
£018 million
adaptis contributed £92627 to revenue and a loss of £88333 
to profit before tax for the period between the date of 
acquisition and the balance sheet date
if the acquisition of adaptis had been completed on the first day 
of the financial year it would have contributed £07 million to 
revenue and a loss of £04 million attributable to equity holders 
of the business
17 inventories
in ireland and romania paypoint trades as principal for the 
processing and sale of mobile phone topups in addition 
paypoint romania purchases and sells mobile scratch cards and 
sim cards in the uk paypoint purchases sim cards stocks of 
evouchers scratch cards and sim cards are held at cost
18 trade and other receivables
1 the average credit period on the sale of goods is 27 days 2013 32 days
2 items in the course of collection represent amounts collected for clients 
by retail agents of which paypoint bears credit risk and will have title to 
the cash collected on only £28053000 of this balance at 31 march 2014 
2013 £39477000 credit risk is mitigated by daily direct debiting and the 
suspension of terminals where direct debits fail at the date of this report all 
but £9000 has been collected from retailers
the group’s exposure to the credit risk inherent in its trade 
receivables is discussed in note 27  the concentration of credit 
risk is limited due to the spread of the retail agent merchant and 
client bases clients retailers and merchants are credit checked 
to mitigate credit risk and in all new client contracts we have the 
right of setoff of funds collected against monies due
the historical level of customer default is low and as a result 
the credit quality of period end trade receivables is considered to 
be high the group reviews trade receivables past due but not 
impaired on a regular basis and in determining the recoverability 
of the trade receivables the group considers any change in the 
credit quality of the trade receivables from the date credit was 
initially granted up to the reporting date
included in the group’s trade receivable balance are debtors 
with a carrying amount of £3552419 2013 £8076502 
which are past due at the reporting date for which the group 
has not provided as there has not been a significant change in 
credit quality and the group believes that the amounts are still 
recoverable the average age of these receivables is 48 days 
2013 33 days and of the total balance £2879659 is past 
due by fewer than 30 days
trade receivables past due by
less 
than 1 
month 
£000
12 
months
£000
23 
months
£000
more 
than 3 
months
£000
total
£000
carrying 
value at 
31 march 
2014 2880 354 147 171 3552 64 paypoint plc annual report 2014
financial statements
20 trade and other payables
group company
31 march 
2014
£000
31 march
2013
£000
31 march
2014
£000
31 march
2013
£000
amounts 
owed in 
respect of 
client cash
1
 6459 6951  
other trade 
payables
2 
25491 20872  
trade 
payables 31950 27823  
settlement 
payable
3
137043 171982  
other taxes 
and social 
security 1836 1999  
other 
payables 4875 2722 539 
accruals 9709 9593 43 
deferred 
income 878 2702  
186291 216821 582 
1 included within trade payables is £6459000 2013 £6951000 relating 
to monies collected on behalf of clients where the group has title to the 
funds client cash an equivalent balance is included within cash and cash 
equivalents note 19 
2 the group aims to pay its creditors promptly in accordance with terms  
agreed for payment the group had 40 days purchases outstanding at  
31 march 2014 2013 32 days based on the average daily amount invoiced 
by suppliers during the period
3 payable in respect of amounts collected for clients by retail agents
21 operating lease receivables
31 march
 2014
£000
31 march
2013
£000
amounts receivable under operating 
leases
within one year 410 606
within two to five years 556 920
966 1526
the group enters into operating leases with some of its retail 
agents for the supply of atms the average term of each lease 
entered into is five years
notes to the financial statements continued
22 other noncurrent liabilities
group company
2014
£000
2013
£000
 2014
£000
2013
£000
deferred income 79 169  
amounts 
owed to group 
companies   64765 21137
79 169 64765 21137
19 cash and cash equivalents
included within group cash and cash equivalents is £6459000 
2013 £6951000 relating to monies collected on behalf of 
clients where paypoint has title to the funds client cash an 
equivalent balance is included within trade payables note 20
the group operates cash pooling amongst its various bank 
accounts in the uk and therefore individual accounts can be 
overdrawn without penalties being incurred so long as the 
overall position is in credit at 31 march 2014 the group’s cash 
was £41600000 2013 £46618000
age of allowance for doubtful debts
less 
than 1 
month 
£000
12 
months
£000
23 
months
£000
more 
than 3 
months
£000
total
£000
carrying 
value at 
31 march 
2014 2 38 91 1182 1313
group company
31 march 
2014
£000
31 march
2013
£000
31 march 
2014
£000
31 march
2013
£000
balance at the 
beginning of 
the period 1552 1331  
amounts 
utilised in the 
period 263 80  
increase in 
allowance 24 301  
balance at end 
of the period 1313 1552  
18 trade and other receivables continued
movement in the allowance for doubtful debts paypoint plc annual report 2014 65
financial statements
23 financial commitments
operating lease commitments
31 march 2014 31 march 2013
land and 
buildings 
£000
other
£000 
land and 
buildings 
£000 
other 
£000 
leases which 
expire 
within one year 463  808 
within two to 
five years 867  1523 
notes to the financial statements continued
the inputs into the black scholes model for the dsb and 
monte carlo model for ltip and dsb awards during the period 
are as follows
2014 2013
ltip dsb ltip dsb
weighted average  
share price 491 370 370 543 
expected volatility
1
36  43  
expected life 3 years 3 years 3 years 3 years
risk free rate 050  034  
expected dividend yield 340 340 440 440 
1 the expected volatility for paypoint has been calculated using historical daily 
data over a term equal to the expected life of each conditional award
other sharebased payment plans
the employee share incentive plan is open to all employees 
of paypoint network paypoint collections paypoint retail 
solutions and paypointnet and provides for a purchase price 
equal to the market price on the date of purchase the shares 
are purchased each month or employees can opt to purchase 
12 months at the start of each year and are placed in the 
employee share savings plan for a three to five year period
24 equity
sharebased payments equity settled share scheme
the group’s share schemes are described in the remuneration 
committee report on pages 25 to 41 the vesting period for 
all awards is three years and they are forfeited if the employee 
leaves the group before shares vest all awards made are free 
shares  the amount charged to the income statement in the 
period was £1324000 2013 £1332000
details of the share awards outstanding during the period are 
as follows
number
of shares
2014
number
of shares
2013
outstanding at the beginning of  
the period 1254920 1216224
granted during the period –  
longterm incentive plan ltip 221978 305559
granted during the period – 
deferred share bonus dsb 64513 91893
lapsed during the period  198942
forfeited during the period  1831
released during the period 506173 157983
outstanding at end of the period 1035238 1254920
awards granted number of shares vesting date 
ltip 27 may 2011 312532 28 may 2014
dsb 2 june 2011 89337 1 june 2014
ltip 25 may 2012 305559 25 may 2015
dsb 25 may 2012 91893 25 may 2015
ltip 31 may 2013 221978 31 may 2016
dsb 6 june 2013 64513 6 june 2016
the longterm incentive plan tranche fully vested in june 2013 
under ifrs 2 the fair value charges of £709000 relating to 
this tranche that had been previously charged to the income 
statement are reversed through equity the deferred share 
bonus also fully vested in june 2013 and accordingly the fair 
value charge of £198000 was also released through equity 66 paypoint plc annual report 2014
financial statements
notes to the financial statements continued
25 noncontrolling interest
31 march
 2014
£000
31 march
2013
£000
at start of period 105 77
share of loss for period 22 28
at end of period 127 105
26 pension arrangements
the group administers a noncontributory defined contribution 
scheme for executive directors and employees the amount 
charged in the consolidated income statement for the period 
for pension costs of the group under the scheme was £892000 
2013 £706000 there is no accrual for pension contributions 
at the balance sheet date 2013 £nil
27 derivatives and other financial instruments
the group’s financial instruments comprise cash and various 
items such as trade receivables trade payables other payables 
bank loans and accruals which arise directly from the group’s 
operations the group’s policy is not to undertake speculative 
trading in financial instruments
the main risks arising from the group’s financial instruments 
are interest rate risk and liquidity risk the directors review 
and agree policies for managing each of these risks which are 
summarised below these policies have remained unchanged 
during the period the group has not used derivative 
instruments to manage its foreign exchange exposure
a interest rate risk
the group had no interest bearing financial assets at 31 march 
2014 other than sterling euro romanian lei us dollars and 
canadian dollars deposits of £41600000 2013 £46618000  
of these deposits £6459000 2013 £6951000 relates to 
monies held on behalf of clients where paypoint has title to the 
funds for periods of up to seven days
all sterling funds earn interest at the prevailing rate the funds are 
deposited on shortterm deposits normally weekly or monthly 
or held in current accounts in cash the group seeks to maximise 
interest receipts within these parameters
b liquidity risk
the group’s policy throughout the period ended 31 march 2014 
regarding liquidity has been to maximise the return on funds 
placed on deposit whilst minimising the associated risk
the group had no financial liabilities at 31 march 2014 other 
than shortterm payables such as trade payables and accruals
c foreign exchange risk
to date the group has not engaged in an active programme of 
foreign exchange risk management given the size and nature 
of the group’s nonsterling denominated balances the directors 
do not consider hedging necessary 
the group’s currency exposures comprise those transactional 
exposures that give rise to the net currency gains and losses 
recognised in the income statement such exposures comprise 
the monetary assets and monetary liabilities of the group that 
are not denominated in the operating or functional currency of 
the operating unit involved at 31 march 2014 these exposures 
were £nil 2013 £nil
group company
2014
£000
2013
£000
2014
£000 
2013
£000
authorised share 
capital 
4365352200 
ordinary shares of 
13p each 2013 
4365352200 
ordinary shares of 
13p each 14551 14551 14551 14551
14551 14551 14551 14551
called up allotted 
and fully paid 
share capital    
67899699 ordinary 
shares of 13p each 
2013 67880234 
ordinary shares of 
13p each 226 226 226 226
226 226 226 226
called up share 
capital
at start of period 226 226 226 226
at end of period 226 226 226 226
investment in own 
shares
at start of period  216  216
used on share 
scheme vesting  216  216
at end of period    
share premium
at start of period 297 25 297 25
arising on issue of 
shares 111 272 111 272
at end of period 408 297 408 297
sharebased 
payment reserve
at start of period 3265 3138 3265 3138
additions in period 1324 1332 1324 1332
released in period 907 1205 907 1205
at end of period 3682 3265 3682 3265
translation reserve
at start of period 694 360  
movement during 
period 3307 1054  
at end of period 2613 694  
retained earnings    
at start of period 101498 88629 93037 108676
profit for period 35916 30951 7573 3006
noncontrolling 
interest loss for 
period included in 
above note 25 22 28  
dividends paid 31632 18957 31632 18957
adjustment on share 
scheme vesting net 
of tax benefit of 
£1053000 3548 58 3548 312
deferred tax 
on sharebased 
payments 261 905  
at end of period 101995 101498 65430 93037
24 equity continued paypoint plc annual report 2014 67
financial statements
d borrowing facilities
at the period end the group had an undrawn unsecured five 
year £35 million revolving loan facility from may 2011
e fair value of financial assets and liabilities
the directors consider there to be no material difference 
between the book value and the fair value of the group’s 
financial instruments at 31 march 2014
f market price risk
the group’s exposure to market price risk comprises interest 
rate exposure group funds are invested in money market cash 
deposits with the objective of maintaining a balance between 
accessibility of funds and competitive rates of return in practice 
this has meant that no deposits were made with a maturity 
greater than 30 days during the period
g capital risk management
the group’ s objectives when managing capital the definition 
of which is consistent with last year and is the group’ s assets 
and liabilities including cash are to safeguard the group’ s ability 
to continue as a going concern in order to provide returns for 
shareholders and benefits for other stakeholders
h credit risk
the group’s financial assets are cash trade and other receivables 
and investments the group’s credit risk is primarily attributable 
to its trade receivables and retailer debt to the extent that 
paypoint bears the credit risk clients retailers and merchants 
are credit checked to mitigate credit risk and in all new client 
contracts we have the right of setoff of funds collected against 
monies due the group’s maximum exposure at 31 march 2014 
was £45578000 2013 £63161000
i financial instrument sensitivities
financial instruments affected by market risk include deposits 
trade receivables and trade payables any changes in market 
variables exchange rates and interest rates will have an 
immaterial effect on these instruments
notes to the financial statements continued
28 related party transactions
remuneration of the directors who are the key management of 
the group was as follows during the period
52 weeks 
ended
31 march 
2014
£000
53 weeks 
ended
31 march 
2013
£000
shortterm benefits and bonus
1
2443 2272
pension costs
2
195 161
longterm incentives
3
2995 3973
other
4
17 9
total 5650 6415
1 includes salary fees benefits in kind and annual bonus 
2 defined contribution pension scheme of which two current directors  
are members
3 includes the value of 2011 dsb and ltip awards expected to vest after the 
period end 2013 2010 dsb and ltip awards
4 sip matching and dividend shares awarded in the year
the remuneration of directors and key executives is determined 
by the remuneration committee having regard to the 
performance of individuals and market trends the directors’ 
remuneration is disclosed in the remuneration committee report 
on pages 25 to 41 
paypoint has entered into a loan agreement with its 5050 joint 
venture drop and collect limited trading as collect and 
during the period it has received net repayments of  
£025 million from drop and collect limited additional loan of 
£0225 million made followed by repayments of £0475 million 
bringing the total loan to £555 million
the terms of the loan are
• interest payable annually at a rate of 3 months libor and
• repayable upon termination of the joint venture or upon 
demand by the lender
the company and its subsidiaries in the ordinary course 
of business enter into various sales purchase and service 
transactions with collect these transactions are under terms 
that are no less favourable than those arranged with third parties  
amounts received from collect during the year totalled  
£95 million 2013 £54 million and paypoint held a trade debt at 
year end for collect of £03 million 2013 £04 million
paypoint had a small investment in ob10 a company that 
specialises in electronic invoicing which was fully disposed in 
the year for a profit on disposal of £07 million 
david newlands dominic taylor george earle eric anstee and 
nick wiles all held shareholdings in ob10 as follows
directors’ shareholding in ob10
31 march 
2014

31 march 
2013

david newlands  287
dominic taylor  144
george earle  040
nick wiles  102
eric anstee  008 68 paypoint plc annual report 2014
financial statements
 period ended march
2005  
£m
2006  
£m
2007  
£m
2008  
£m
2009  
£m
2010  
£m
2011  
£m
2012  
£m
2013
£m
2014
£m
revenue 891 1200 1571 2121 2244 1966 1932 2000 2085 2122
net revenue 369 461 577 699 774 774 827 904 1057 1137
profit before tax 81 203 266 304 346 326 345 372 413 460
tax 22 34 79 94 108 105 106 103 103 101
profit after tax 58 169 187 210 238 221 238 269 310 359
earnings per share  
basic 87p 250p 277p 311p 356p 329p 352p 398p 457p 529p
diluted 87p 247p 273p 308p 353p 327p 351p 398p 453p 526p
dividend per share
excluding special 
dividends 52p 75p 91p 104p 116p 218p 234p 265p 304p 353p
this table does not form part of the audited financial statements or notes as listed in the independent auditor’s report on pages 43 to 45  all numbers quoted are 
reported under ifrs
notes to the financial statements continued
29 notes to the cash flow statement
group company
52 weeks 
ended
31 march 
2014
£000
53 weeks 
ended
31 march 
2013
£000
52 weeks 
ended
31 march 
2014
£000
53 weeks 
ended
31 march 
2013
£000
profit before tax 46008 41267 8405 3885
adjustments for    
depreciation of property plant and equipment 4551 3891  
amortisation of intangible assets 615 180  
share of profitslosses in joint venture 892 965  
gain on disposal of investment 691  691 
profit on disposal of fixed assets 15   
investment revenues   6199 
net interest income 147 252 2452 
sharebased payment charge 1324 1332 1324 1332
operating cash flows before movements in 
working capital 50753 47383 387 5217
decrease in inventories 390 123  
decreaseincrease in receivables 718 5378 10863 11
decreaseincrease in payables  
– client cash 492 1878  
– other payables 4448 6662 41970 17362
cash generated by operations 55817 50668 31494 22568
corporation tax paid 10301 10559 1220 
bank charges paid 82 49  
net cash from  operating activities 45434 40060 30274 22568
movements in items in the course of collection see note 18 and settlement payables see note 20 have not been included in this reconciliation as the directors do not 
consider them to be operating working capital balances
trading history paypoint plc annual report 2014 69
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 should 
seek your own advice from a stockbroker bank manager solicitor tax adviser accountant or other independent professional adviser 
if you have recently sold or otherwise transferred all of your shares in paypoint plc please pass this document together with the 
accompanying documents to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these 
documents to the person who now holds the shares as soon as possible
paypoint plc
notice of annual general meeting
notice is hereby given that the 2014 annual general meeting of paypoint plc will be held at the offices of canaccord genuity 88 wood 
street london ec2v 7qr on wednesday 23 july at 12 noon you will be asked to consider and pass the resolutions below resolutions 
18 19 20 and 24 will be proposed as special resolutions all other resolutions will be proposed as ordinary resolutions
ordinary business
1  to receive the annual accounts and reports for the financial year ended 31 march 2014 
2  to approve the directors’ remuneration report excluding the directors’ remuneration policy set out on pages 34 to 37 of the 
report for the financial year ended 31 march 2014 as set out on pages 25 to 41 of the company’s annual report and accounts 
for the year ended 31 march 2014 
3 to approve the directors’ remuneration policy the full text of which is contained in the directors’ remuneration report for the 
financial year ended 31 march 2014 as set out on pages 25 to 41 of the company’s annual report and accounts 
4 to declare a final dividend of 239 pence per ordinary share of the company 
5 to elect mr warren tucker as a director  
6  to reelect mr eric anstee as a director 
7  to reelect mr george earle as a director 
8  to reelect mr david morrison as a director 
9  to reelect mr stephen rowley as a director 
10  to reelect mr dominic taylor as a director  
11  to reelect mr tim watkinrees as a director  
12  to reelect mr nick wiles as a director 
13  to reappoint deloitte llp as auditor of the company  
14  to authorise the directors to determine the auditor’s remuneration until the conclusion of the next annual general meeting of 
the company at which the accounts are laid 
special business 
15 that the directors are authorised in accordance with section 551 of the companies act 2006 the act to exercise all the powers of 
the company to allot shares in the company or grant rights to subscribe for or convert any security into shares in the company up 
to an aggregate nominal amount of £6789970 provided that this authority shall expire on the conclusion of the annual general 
meeting of the company to be held in 2015 or if earlier on the date which is 15 months from the date of this resolution save 
that the company shall be entitled to make offers or agreements before the expiry of such authority which would or might require 
shares to be allotted or rights to be granted after such expiry and the directors shall be entitled to allot shares or grant rights  
pursuant to any such offer or agreement as if this authority had not expired and all unexercised authorities previously granted to 
the directors under section 1 of the act are revoked save to the extent that the same are exercisable pursuant to section 5517 of 
the act 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  70 paypoint plc annual report 2014
16 that the directors are empowered in accordance with sections 570 and 573 of the act to allot equity securities as defined in 
section 560 of the act for cash under the authority conferred by resolution 15 above or by way of a sale of treasury shares as 
if section 5611 of the act did not apply to any such allotment provided that this power shall be limited to 
a the allotment of equity securities in connection with a rights issue open offer or other offer of securities to or in favour of 
i  the holders of ordinary shares on the register of members at such record dates as the directors may determine where 
the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate as nearly as 
may be to the respective numbers of ordinary shares held by them on any such record dates and ii the holders of other 
equity securities if this is required by the rights of those securities or if the directors consider it necessary as permitted by 
the rights of those securities and subject to such exclusions or other arrangements as the directors may deem necessary or 
expedient to deal with fractional entitlements or legal or practical problems arising under the laws of any overseas territory 
or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary 
receipts or any other matter whatever and 
b  the allotment otherwise than under subparagraph a above to any person or persons of equity securities up to an 
aggregate nominal amount of £1018496
 and shall expire upon the expiry of the general authority conferred by resolution 15 above save that the company shall be 
entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be 
allotted after such expiry and the directors shall be entitled to allot equity securities pursuant to any such offer or agreement as 
if the power conferred hereby had not expired 
17 that subject to and in accordance with the company’s articles of association and pursuant to section 701 of the act the 
company is authorised to make market purchases within the meaning of section 6934 of the act of ordinary shares of one 
penny of the company provided that
a  the maximum number of ordinary shares that may be purchased under this authority  is 10178165 
b  the minimum price exclusive of expenses which may be paid for an ordinary share is the nominal value of such share 
c  the maximum price exclusive of expenses which may be paid for an ordinary share shall not be more than the higher 
of i 105 per cent of the average of the middle market quotations for an ordinary share taken from and calculated by 
reference to the london stock exchange daily official list for the five business days immediately preceding the day on 
which the ordinary share is purchased and ii the higher of the price of the last independent trade and the highest current 
independent bid for an ordinary share in the company on the trading venue where the purchase is carried out
d  this authority shall expire on the conclusion of the annual general meeting of the company to be held in 2015 or if earlier 
on the date which is 15 months from the date of this resolution and
e  the company may make any purchase of its ordinary shares under a contract concluded before this authority expires and 
which will or may be executed wholly or partly after the expiry of such authority
 
all shares purchased shall either i be cancelled immediately on completion of the purchase or ii be held sold transferred or 
otherwise dealt with as treasury shares in accordance with the provisions of the act
18 that any general meeting of the company that is not an annual general meeting may be called on not less than 14 clear days’ notice 
19 that the company’s longterm incentive plan the ltip the principal terms of which are set out in the explanatory notes on 
pages 76 to 78 inclusive of this notice and the rules of which are produced to the annual general meeting and initialled by the 
chairman for the purposes of identification be and is hereby approved and the directors be and are hereby authorised to adopt 
the ltip and to take any action necessary or  appropriate to implement the ltip including making any minor amendments to the 
rules of the ltip they consider to be necessary or expedient  
20 that the company’s deferred annual bonus plan the dabp the principal terms of which are set out in the explanatory notes on 
pages 76 to 78 inclusive of this notice and the rules of which are produced to the annual general meeting and initialled by the 
chairman for the purposes of identification be and is hereby approved and the directors be and are hereby authorised to adopt 
the dabp and to take any action necessary or appropriate to implement the dabp including making any minor amendments to 
the rules of the dab they consider to be necessary or expedient 
21  that the company’s share incentive plan the sip be amended and approved in the form of the rules of the sip which are 
produced to the annual general meeting and initialled by the chairman for the purposes of identification and the sip  the 
principal terms of which as amended are set out in the explanatory notes on pages 79 to 80 inclusive of this notice be and 
is hereby approved to continue to operate for a further 10 years and the board be and is hereby authorised to take any action  
necessary or expedient to effect the same   paypoint plc annual report 2014 71
22  that with effect from the conclusion of the annual general meeting  
a the articles of association of the company be amended by deleting all the provisions of the company’s memorandum of 
association which by virtue of section 28 of the companies act 2006 are to be treated as provisions of the company’s 
articles of association and  
b the articles of association produced to the meeting and initialled by the chairman of the meeting for the purpose of 
identification be adopted as the articles of association of the company in substitution for and to the exclusion of the 
existing articles of association 
by order of the board
susan court
company secretary
29 may 2014
registered office 
1 the boulevard
shire park
welwyn garden city
hertfordshire
al7 1el 72 paypoint plc annual report 2014
notes to the notice of annual general meeting
1 a form of proxy is enclosed with this notice for use by shareholders to be valid a proxy must be received by the company’s 
registrar capita asset services pxs 1 34 beckenham road beckenham kent br3 4zf not less than 48 hours before the time 
of the annual general meeting completion and return of a form of proxy does not preclude a shareholder from attending the 
annual general meeting and voting in person 
2 a member entitled to attend speak and vote at the annual general meeting may appoint a proxy who need not be a member 
of the company to exercise all or any of his or her rights to attend and to speak and vote on his or her behalf a member may 
appoint more than one proxy in relation to a meeting provided that each proxy is appointed to exercise the rights attached to a 
different share or shares held by him or her to appoint more than one proxy you may photocopy the proxy form please indicate 
the proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy which in 
aggregate should not exceed the number of shares held by you please also indicate if the proxy instruction is one of multiple 
instructions being given all forms must be signed and should be returned together in the same envelope 
 
in order to be valid an appointment of proxy must be returned by one of the following methods 
• in hard copy form by post by courier or by hand to the company’s registrar capita asset services pxs 1 34 beckenham 
road beckenham kent br3 4zf or
• in the case of crest members by utilising the crest electronic proxy appointment service in accordance with the procedures 
set out below  
and in each case must be received by the company not less than 48 hours before the time of the meeting
  you must inform the company’s registrar in writing of any termination of the authorities of a proxy 
3 any 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 himher and the shareholder by whom heshe was 
nominated have a right to be appointed or to have someone else appointed as a proxy for the annual general meeting if a 
nominated person has no such proxy appointment right or does not wish to exercise it heshe may under any such agreement 
have a right to give instructions to the shareholder as to the exercise of voting rights 
4  the statement of the rights of shareholders to appoint a proxy in paragraphs one and two above does not apply to nominated 
persons the rights described in these paragraphs can only be exercised by shareholders 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  
5 crest members who wish to appoint a proxy or proxies through the crest electronic proxy appointment service may do so 
for the annual general meeting and any adjournment 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 
providers should refer to their crest sponsor or voting service providers 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 eui 
specifications and must contain the information required for such instructions as described in the crest manual the message 
regardless of whether it relates to the appointment of a proxy or to 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 the issuer’s agent id ra10 by the latest 
times for receipt of proxy appointments specified in the notice of annual general meeting for this purpose the time of receipt 
will be taken to be the time as determined by the timestamp applied to the message by the crest applications host from 
which the issuer’s agent is able to retrieve the message by enquiry to crest in the manner prescribed by crest the company 
may treat as invalid a crest proxy instruction in the circumstances set out in regulation 355 of the uncertificated securities 
regulations 2001 crest members and where applicable their crest sponsors or voting service providers should note that 
eui does not make available special procedure 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 therefore 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 providers to procure that his crest sponsor or voting service providers 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 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 
6    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 
7 to be entitled to attend and vote at the annual general meeting or any adjournment thereof and also for the purpose of 
calculating how many votes a person may cast a person must have hisher name entered on the register of members of the 
company by 600pm on 21 july 2014 or 600pm on the date being two days before any adjourned meeting changes to entries 
on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the 
meeting paypoint plc annual report 2014 73
8  biographical details of the directors of the company are shown on page 21 of the 2014 annual report 
9   each member attending the meeting has the right to ask questions relating to the business being dealt with at the meeting 
which in accordance with section 319a of the companies act 2006 and subject to some exceptions the company must cause 
such questions to be answered  however no such answer need be given if 
a  to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information
b  the answer has already been given on a website in the form of an answer to a question or
c  it is undesirable in the interests of the company or the good order of the meeting that the question be answered 
10 information relating to the meeting which the company is required by section 311a of the companies act 2006 to publish 
on a website in advance of the meeting may be viewed at wwwpaypointcom a member may not use any electronic address 
provided by the company in this document or with any proxy appointment form or in any website for communicating with the 
company for any purpose in relation to the meeting other than as expressly stated in it 
11 it is possible that pursuant to members’ requests made in accordance with section 527 of the companies act 2006 the 
company will be required to publish on a website a statement in accordance with section 528 of that act setting out any matter 
that the members concerned propose to raise at the meeting 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 annual general meeting or ii any circumstances 
connected with an auditor of the company ceasing to hold office since the previous meeting at which annual accounts and 
reports were laid the company cannot require the members concerned to pay its expenses in complying with those sections 
the company must forward any such statement to its auditor by the time it makes the statement available on the website the 
business which may be dealt with at the meeting includes any such statement 
12 the issued share capital of the company as at 29 may 2014 was 67899699 ordinary shares of 13 pence each carrying one 
vote each the company holds no treasury shares or unallocated shares for the purpose of employee share schemes therefore 
the total number of voting rights in the company on 29 may 2014 is 67899699
13 the following documents are available for inspection at the registered office of the company and at the paypoint office situated 
at 1 finsbury square london ec2a 1ae during normal business hours on any weekday and will be available at the place of the 
annual general meeting from 15 minutes before the meeting until it ends
• the directors’ service agreements and letters of appointment
• copies of the current and proposed articles of association of the company
• the draft rules of the ltip
• the draft rules of the dab and
• the draft rules of the sip
a copy of the proposed new articles and a copy of the memorandum and current articles will also be available for inspection at the 
offices of allen  overy llp  one bishops square london e1 6ad
recommendation and voting intentions
with respect to resolution 5 the board recommends warren tucker be elected as director this opinion is based on the 
recommendation of the nomination committee following the external search that was commissioned the board considers that 
warren tucker meets the desired criteria for the role of director and chairman of the board 
with respect to resolutions 6 to 12 inclusive the chairman confirms that based on the performance valuation undertaken during 
the period each of the retiring directors’ performance continues to be effective and demonstrates commitment to the role the 
board has considered this and recommends that each director who wishes to serve again be proposed for reelection this opinion is 
based on an assessment of each director’s relevant knowledge and experience and the conclusion that in each case their informed 
opinions are of significant value and contribute greatly to board discussions the directors’ biographies can be found on page 21 of 
the 2014 annual report
the directors consider that all the resolutions to be put to the meeting are in the best interests of the company and its shareholders 
as a whole and most likely to promote the success of the company for the benefit of those shareholders those directors who are 
shareholders will be voting in favour of the resolutions and unanimously recommend that you do so as well  74 paypoint plc annual report 2014
explanatory notes to certain of the resolutions to be 
proposed at the annual general meeting
resolution 2 directors’ remuneration report
shareholders are asked to approve the directors’ remuneration report that appears on pages 25 to 41 of the annual report and 
accounts this vote is advisory and the directors’ entitlement to remuneration is not conditional on it
resolution 3 directors’ remuneration policy 
shareholders are asked to approve the directors’ remuneration policy which is set out in full in the remuneration report that appears 
on pages 25 to 41 of the annual report and accounts  the remuneration policy sets out the company’s future policy on directors’ 
remuneration and is subject to a binding shareholder vote by ordinary resolution at least every three years if resolution three is 
approved the remuneration policy will take effect from the end of the annual general meeting with the intention that it will remain 
in place for three years if the company wishes to change the remuneration policy within that three year period it will submit a 
revised remuneration policy to shareholders for approval once the directors’ remuneration policy is approved the company will not 
be able to make a remuneration payment to a current or prospective director or a payment for loss of office to a current or past 
director unless that payment is consistent with the policy or has been approved by a resolution of the members of the company
resolution 15 directors’ authority to allot shares
by virtue of section 551 of the companies act 2006 the act the directors require the authority of shareholders of the company to 
allot shares or grant rights to subscribe for or convert any security into shares the resolution numbered 15 authorises the directors 
to make allotments of up to 22633233 ordinary shares representing approximately onethird 3333 of the issued share 
capital of the company excluding treasury shares as at the date of this document  if approved at the forthcoming annual general 
meeting the authority will expire no later than 15 months from the date on which the resolution is passed or on the conclusion of 
the annual general meeting of the company to be held in 2015 whichever is the sooner the directors have no present intention of 
exercising the authority proposed to be conferred pursuant to resolution 15 
resolution 16 authority for disapplication of statutory preemption rights 
by virtue of section 561 of the act any issue by the company of equity capital for cash made otherwise than to existing shareholders 
on a proportional basis requires the consent of shareholders of the company unless the company has obtained their authority under 
sections 570 and 573 of the act the resolution numbered 16 is for that purpose it authorises the directors to allot shares by way of 
rights issue or pursuant to an open offer or otherwise than strictly prorata when the directors consider that it is expedient to do so 
and also allows them to issue for cash up to 3394985 ordinary shares representing approximately five per cent of the issued share 
capital of the company excluding treasury shares as at the date of this document other than on a preemptive basis if approved at 
the forthcoming annual general meeting the authority will expire no later than 15 months from the date on which the resolution is 
passed or on the conclusion of the annual general meeting of the company to be held in 2015 whichever is the sooner 
resolution 17 authority to make market purchases of ordinary shares
by virtue of section 701 of the act the company may make market purchases of its own ordinary shares if authorised to do so by 
shareholders under resolution 17 the directors seek to renew an annual authority to make market purchases of shares each year 
the directors will seek to further renew this authority at the company’s annual general meeting any ordinary shares purchased under 
this authority would either be i cancelled immediately on completion of the purchase and the number of ordinary shares in issue 
reduced accordingly ii held sold transferred or otherwise dealt with as treasury shares in accordance with the provisions of the 
act or iii transferred to an employee benefit trust for the satisfaction of awards under the company’s existing share schemes 
the maximum number of ordinary shares which could be purchased under this authority is 10178165 being 1499 per cent of the 
issued share capital of the company excluding treasury shares as at the date of this document any repurchase of ordinary shares 
carried out by the company would be at a maximum price per ordinary share of 105 per cent of the average middle market price of 
such a share for the five business days immediately preceding the date of the purchase the price equal to the last independent trade 
or the highest current independent bid and at a minimum price equal to the nominal value the authority to repurchase ordinary 
shares will if approved by shareholders only be exercised after careful consideration by the directors and if such exercise would 
result in an increase in earnings per share and be in the best interests of shareholders generally if approved at the forthcoming 
annual general meeting the authority will expire no later than 15 months from the date on which the resolution is passed or on the 
conclusion of the annual general meeting of the company to be held in 2015 whichever is the sooner
resolution 18 authority to allow any general meeting of the company that is not an annual general meeting to be called on not less 
than 14 clear days’ notice
further to the implementation of the shareholder rights regulations the directors seek authority to hold general meetings other 
than annual general meetings on 14 rather than 21 days notice if approved at the forthcoming annual general meeting the 
authority will expire at the company’s next annual general meeting when it is currently intended that a similar resolution will be 
proposed or on the conclusion of the annual general meeting of the company to be held in 2015 whichever is the sooner  paypoint plc annual report 2014 75
resolutions 19 and 20 adoption of the ltip and dabp 
these resolutions propose the introduction of a new longterm incentive plan ltip and new deferred annual bonus plan dabp 
for employees of paypoint group to replace the existing ltip and dsb  these are being introduced as part of a comprehensive review 
and refresh of paypoint’s incentive arrangements and are designed to
• simplify the longterm incentive structure and align it with the business strategy
• motivate senior management to maximise economic value for shareholders
• improve compliance with new regulatory and governance requirements and respond to shareholder feedback and
• ensure no material increase in the expected cost to the company
in summary the matching opportunity has been removed from the dabp with a corresponding increase in annual bonus and ltip 
opportunities such that the fair value of longterm incentive awards is broadly maintained  under the new dabp  25 per cent of the 
annual bonus will be mandatorily deferred for three years subject to continued employment and cancellation  under the new ltip  
the level of vesting at threshold has been reduced from 30 per cent to 25 per cent to be in line with market practice and unvested 
awards are subject to cancellation the new ltip and dabp plans will ensure that the executive remuneration structure continues 
to provide an appropriate incentive to create shareholder value as well as reflect both specific shareholder feedback received over 
the last couple of years and developments in remuneration best practice the key terms of the ltip and dabp and the remuneration 
committee’s current intention as to the operation of both plans are summarised in appendix 1 on pages 76 to 78
resolution 21 adoption of the sip
the rules of the company’s existing sip will expire on 13 september 2014 the existing sip the terms of the sip are materially similar 
to those of the existing sip  the key terms of the sip and the remuneration committee’s current intention as to the operation of the 
sip are summarised in appendix 2 on pages 79 to 80 
resolution 22 adoption of new articles of association
we are also asking shareholders to approve a number of amendments to our articles of association primarily to reflect changes that 
have been made to the companies act 2006 and the code since the articles were last updated in 2008 an explanation of the main 
changes between the proposed and the existing articles is set out in appendix 3 on pages 81 to 82 76 paypoint plc annual report 2014
appendix 1
summary of the principal terms of the proposed new paypoint plc 
longterm incentive plan and the paypoint plc deferred annual bonus plan
1  intr oduction  
11 the main terms of the new paypoint plc longterm incentive plan the ltip and the paypoint plc deferred annual bonus 
plan the dabp together the new plans are summarised in this appendix 1 
12 the ltip will provide benefits in the form of free shares subject to challenging performance conditions and conditional on 
the participant remaining in service with the group for a minimum period of three years
13 the dabp is designed to operate in conjunction with the annual bonus arrangements operated by the company and 
provide that a proportion of a participant’s annual bonus is deferred into a share award subject to continuing service of at 
least three years 
14 awards under both the ltip the ltip awards and the dabp the dabp awards will be structured as either conditional 
share awards which are capable of vesting on a predetermined date or nilcost options exercisable for a fixed period for a 
nominal exercise price together the awards 
15 the remuneration committee currently intends to structure all awards as nilcost options  
16 the following terms are applicable to all awards granted under the new plans unless otherwise stated  
2  operation and administration 
21 the new plans shall be administered and operated by the board provided that the terms of awards granted to directors 
and the exercise of any discretion in relation to a director’s awards must be determined and approved by the remuneration 
committee  
22 the remuneration committee will oversee the new plans having regard to market practice within the company’ s business sector 
and the need to incentivise and retain the best people whilst aligning their interests with those of the company’ s shareholders
3  eligibility and grant  
31 employees and executive directors of the group will be eligible but not entitled to participate in and be granted awards under 
the new plans  participation will be at the board’ s and in the case of directors the remuneration committee’ s discretion  
ltip
32 eligible employees may be granted ltip awards during the period of 42 days following
a the date of shareholder approval of the ltip and
b the announcement of the company’s results for any period and
c at any other time the remuneration committee determines exceptional circumstances have arisen 
dabp
33 eligible employees may be granted dabp awards during the period of 42 days following
a the date of shareholder approval of the dabp and
b the announcement of the company’ s results for the period to which the company’ s bonus arrangements relate or if later
c the determination of a participant’s annual bonus for the relevant period
4  cancellation or reduction of unvested awards and retention requirement 
41 the remuneration committee may grant an award on the condition that the number of shares to which the award relates 
shall be reduced or cancelled if the following circumstances arise
a a material misstatement of the company’s audited financial results
b serious misconduct by the participant andor
c any other circumstances which the remuneration committee consider similar in nature or outcome to the above
 
in relation to ltip awards the remuneration committee may determine that awards shall be granted on the condition that 
shares acquired on vesting or on exercise of an option must be held by the participant for a period of up to three years 
measured from the vesting date or the date on which an option first becomes exercisable as appropriate 
5 dilution limits 
51 awards granted under the new plans may be satisfied by the allotment of new shares the transfer of existing shares by 
the issue of treasury shares or settlement in cash at the company’s option
52 at any time in the case of each of the new plans the total number of shares which have been issued or remain issuable 
pursuant to the new plans and options and awards granted in the previous ten years under all other employees’ share 
schemes established by the company may not exceed ten per cent 10 of the shares in issue at that time
53 at any time in the case of each of the new plans the number of shares which have been issued or remain issuable pursuant 
to the new plans and any options or awards granted in the previous ten years under any other executive discretionary share 
scheme established by the company may not exceed five per cent 5 of the shares in issue at that time paypoint plc annual report 2014 77
54 for the purposes of the above limits treasury shares will be treated as issued and shares which are the subject of lapsed 
options or awards or longterm share awards granted prior to the admission of the company’s shares to trading on the 
london stock exchange shall be excluded 
6  individual limit 
ltip
61 ltip awards may not be granted over shares with an aggregate value measured at the time of grant of more than two 
hundred per cent 200 of the participant’s basic salary
62 however in exceptional circumstances such as the recruitment or retention of a key individual this limit may be exceeded 
but grant levels will be subject to acceptable market practice 
dabp 
63 it is intended that in respect of each financial year of the company the board may invite or require an eligible employee 
to defer up to 100 per cent of the annual bonus before tax which heshe becomes eligible to receive pursuant to the 
company’s annual bonus arrangements
64 it is currently intended that up to 25 per cent of a participant’s annual bonus will be deferred   
7  ltip performance condition 
71 details of the performance conditions pertaining to the ltip awards are subject to the company’s approved remuneration 
policy and will be detailed in full in the company’s annual report on remuneration  
72 if an event occurs which causes the remuneration committee to consider that a performance condition applicable to a 
subsisting award has become unfair or impractical it may in its discretion provided that such discretion is exercised fairly 
and reasonably amend the performance condition so that in the reasonable opinion of the remuneration committee it 
shall be no more and no less difficult to abide by or satisfy as when it was originally imposed or last amended
73 the remuneration committee may grant an ltip award on condition that the number of shares subject to an award shall 
be reduced if the financial performance of the company or the relevant business unit does not justify the extent to which 
the award would otherwise vest based on the satisfaction of the applicable performance conditions
8  dividends 
the number of shares subject to awards may be increased to reflect any dividends declared by the company from the date of 
grant and until the award vests or first becomes exercisable the number of additional shares will reflect the net dividends which 
would have been received by the participant if heshe had been the owner of the shares subject to the award to the extent such 
shares vest and will be determined using the exdividend value of the shares 
9  voting and other rights 
91 prior to the exercise or vesting of awards as appropriate participants will have no voting rights in respect of the shares 
subject to their award 
92 on the exercise or vesting of awards as appropriate application will be made to the uk listing authority for all such 
shares to be listed
93 all awards are nontransferable and nonpensionable 
10  variation of share capital and special dividends 
in the event of any variation in the ordinary share capital of the company or any capitalisation of profits or reserves by way of 
any consolidation subdivision or reduction of the share capital of the company and in respect of any discount element in any 
rights issue or any other variation in the share capital of the company or upon payment of a special dividend the number of 
shares subject to an award may be varied in such manner as the board considers appropriate
11  cessation of employment 
111 if the participant’s employment ceases due to death injury illhealth disability proved to the satisfaction of the remuneration 
committee retirement or on a sale of the participant’s business or employing subsidiary out of the group or for any other 
reason specifically permitted by the board shares subject to awards shall vest in due course in accordance with the terms of 
the relevant new plan or at the absolute discretion of the board earlier and  provided that the number of shares capable of 
vesting shall be prorated down to reflect the reduced service period and in the case of ltip awards based on the extent to 
which the performance conditions have been met or are determined to be likely to be met at the end of the performance 
period unless the remuneration committee determines that awards shall vest to a greater or lesser extent 
112 if a participant’s employment with the group ceases for any other reason hisher award shall immediately lapse in full on  
hisher cessation   78 paypoint plc annual report 2014
12  takeover change of control and windingup  
121 in the event of a takeover change of control or windingup awards shall become exercisable or vest as appropriate 
provided that the number of shares capable of vesting shall be prorated down to reflect the reduced service period and 
in the case of ltip awards based on the extent to which the performance conditions have been met or are determined 
to be likely to be met at the end of the performance period unless the remuneration committee determines that 
awards shall vest to a greater or lesser extent alternatively awards may by agreement with the acquiring company be 
exchanged for awards over shares in the acquiring company
122 in the event of an internal reorganisation of the company all awards will either vest or become exercisable as above or be 
automatically exchanged for awards subject to the terms of the ltip or dabp as relevant over an appropriate number of 
new securities 
13 amendments 
131 the new plans may be amended in any respect by the remuneration committee provided that the prior approval of the 
company in general meeting is required before amendments may be made to the material advantage of participants to 
any provisions relating to 
a the persons who may be invited to participate in or be granted awards under the new plans
b the overall and the individual limits on the number of shares in respect of which awards may be granted
c the basis for determining participants’ entitlements to and the material terms of awards to be provided under the 
new plans
d the adjustment of awards in the event of a variation of capital and
e the rules relating to amendments to the new plans
132 however where amendments relating to the matters set out in paragraph 131 above are required to reflect a change to 
the company’s remuneration policy which has been approved by the company in general meeting such amendments may 
be made to the rules of the new plans without the need for separate shareholder approval
133 no amendment may be made to the rules of either of the new plans if it would adversely affect the rights of participants 
without the approval of participants holding awards over the majority of shares subject to the awards so affected
134 notwithstanding the limits set out above minor amendments to the benefit of the administration of the new plans to 
take account of changes in legislation to obtain or maintain favourable tax exchange control or regulatory treatment 
or to take account of a corporate transaction may be made without the need for either of the approvals set out above 
where such amendments do not alter the basic principles of the new plans 
14 international  
when granting awards or issuing invitations to participate in the new plans to employees resident outside the united 
kingdom the board may modify the terms of the new plans to take account of tax laws or other legal or regulatory 
requirements in the relevant country and if considered necessary and expedient adopt additional plans suitable for operation 
in the relevant country provided that neither the terms of participation of or grant of awards to such employees shall not be 
more favourable overall than the terms of participation of or awards granted to employees resident in the united kingdom 
and the new plans’ limits are not exceeded paypoint plc annual report 2014 79
appendix 2
summary of the principal terms of the paypoint plc share incentive plan 
the sip
15 intr oduction
the sip will be governed by a trust deed and rules and may be used to deliver shares to all employees of each participating
company on a tax beneficial basis
16 eligibility
participation in the sip must be offered to all ukresident employees including executive directors of each participating
company who have completed such minimum period of service not exceeding 18 months as the board may determine are
eligible to join the sip 
17 basis for participation
the sip provides for the acquisition of shares on one or more of four bases  the board shall determine in any year whether the
sip will be operated and if so on what basis or bases
18 allocations of shares
181 allocations of free shares may be made to participating employees on a date set by the board following the
announcement of the company’s results for its previous accounting period
182 the value of free shares allocated to employees may be made conditional on performance targets determined by the
board being met
183 each participant in the sip must contract with the company or a subsidiary company to allow the free shares to be held
by the trustee of the sip the trustee for five years or such shorter period being no less than three years as the board 
determines  free shares may be removed from the trust after three years but if removed before the fifth anniversary of 
allocation income tax and national insurance contributions must be paid the taxable amount being dependent on how 
long they have been held by the trust prior to removal 
184 employees may be invited to buy partnership shares from time to time the board determines the terms for the acquisition 
of partnership shares on either of the following bases
a participants in the sip will agree with the company to buy partnership shares by deductions from salary which will 
be deducted each month andor as a lump sum once per tax year and transferred directly to the trustee within 
30 days of the pay deduction the trustee will acquire partnership shares and then hold them on each participant’s 
behalf or
b participants will agree with the company to buy partnership shares by deductions from salary which will be 
accumulated each month and held in an account until the end of an accumulation period not exceeding 12 
months at the end of the accumulation period the salary saved will be transferred to the trustee who will acquire 
partnership shares and then hold them on each participant’s behalf
185 the participant may ask the trustee to transfer hisher partnership shares to himher at any time subject to the payment 
of income tax and national insurance contributions where they are removed before the fifth anniversary of allocation 
the taxable value being dependent on how long they have been held by the trust prior to removal
186 if the company decides to offer partnership shares it may also offer matching shares to those participants who elect to 
buy partnership shares allocations of matching shares will be made on the same day as partnership shares are acquired 
on behalf of participants by the trustee allocations of matching shares will be made to all participants on the same basis
187 the terms on which matching shares will be allocated are the same as the terms for free shares save that if a participant 
withdraws partnership shares heshe will forfeit the related matching shares
19 dividends
participants will be entitled to dividends paid on their free shares partnership shares and matching shares while they are held in
trust  the company will determine whether the trustee
a transfers the dividends to participants or
b applies the dividends in the acquisition of further shares dividend shares on behalf of the participants
dividend shares must be held in trust for at least three years
20 dilution limit
in any ten year period the total number of shares which have been issued or remain issuable under the sip and any other
employee share plan adopted by the company may not exceed ten per cent of the shares in issue at that time and for the
purposes of this limit treasury shares will be treated as issued and shares which are the subject of lapsed options or awards or
options granted prior to the admission of the company’s shares to trading on the london stock exchange shall be excluded 80 paypoint plc annual report 2014
21  individual limits 
211 the maximum value of free shares which can be given to an employee in any tax year is currently £3600
212 the maximum amount which an employee can have deducted from salary for the purpose of buying partnership shares is 
currently the lower of 10 per cent of salary and £1800 per tax year
213 the directors will decide the basis on which matching shares are allocated up to a maximum of two matching shares for 
every partnership share
214 there is no limit on the amount of dividends that can be reinvested 
22  cessation of employment and compulsory sale  
221 if a participant ceases to be an employee by reason of death injury disability redundancy retirement or by reason of the fact 
that hisher employing company or the part of the business in which heshe is employed is transferred out of the paypoint 
group any free shares andor matching shares will be transferred to the participant or to hisher personal representatives
222 if a participant ceases to be an employee within three years of the allocation of free shares andor matching shares for 
any other reason the free shares and matching shares will be forfeited   
223 if a participant ceases to be an employee at least three years after free andor matching shares are allocated the trustee 
will transfer the shares to the participant subject to the payment of any income tax and national insurance contributions
224 subject to paragraph 225 below if a participant ceases to be an employee at any time and for any reason partnership 
shares and dividend shares will be transferred to himher subject to the payment of any income tax and national 
insurance contributions
225 the company may direct that partnership shares andor dividend shares are to be offered for sale for consideration equal to 
the amount paid by the participant in acquiring the partnership shares or the amount of dividends applied in acquiring the 
dividend shares as appropriate or the market value of the partnership shares or dividend shares at the time of sale if lower
23  pension implications 
benefits under the sip will not be pensionable emoluments 
24 takeover change of control and windingup 
in the event of a takeover change of control or windingup of the company participants may instruct the trustee to receive any 
form of consideration in respect of any shares held under the sip   any shares which are received as consideration will be held in 
trust on the same terms as the existing free shares partnership shares matching shares or dividend shares to which they relate paypoint plc annual report 2014 81
appendix 3
explanatory notes of principal changes to the company’s 
articles of association
1 the company’s objects
prior to 1 october 2009 the provisions regulating the operations of the company were set out in the company’s memorandum
and articles of association the company’s memorandum contained among other things the objects clause which sets out the
scope of the activities the company is authorised to undertake this is drafted to give a wide scope the companies act 2006
ca 2006 significantly reduced the constitutional significance of a company’s memorandum providing that a memorandum
will record only the names of subscribers and the number of shares each subscriber has agreed to take in the company under
the ca 2006 the objects clause and all other provisions which are contained in a company’s memorandum are deemed to be
contained in the company’s articles of association but the company can remove these provisions by special resolution
further the ca 2006 states that unless a company’s articles provide otherwise a company’s objects are unrestricted this
abolishes the need for companies to have objects clauses for this reason and in line with market practice the company is
proposing to remove its objects clause together with all other provisions of its memorandum which by virtue of the ca 2006
are now treated as forming part of its articles of association resolution 22 confirms the removal of these provisions although
where appropriate to preserve the status quo certain directors’ powers that were previously dealt with in the memorandum
have been reflected in the new articles as the effect of resolution 22 will also be to remove the statement currently in the
company’s memorandum of association regarding limited liability the new articles also contain an express statement regarding
the limited liability of shareholders
2 authorised share capital and unissued shares
the ca 2006 abolished the requirement for a company to have an authorised share capital and the new articles reflect this
directors will still be limited as to the number of shares they can at any time allot because allotment authority continues to be
required under the ca 2006 save in respect of employees’ share schemes
3 change of name
prior to 1 october 2009 a company could only change its name by special resolution but now under the ca 2006 a company
is able to change its name by other means provided for by its articles to take advantage of this provision the new articles
enable the directors to pass a resolution to change the company’s name
4 redeemable shares
under the old companies act 1985 if a company wished to issue redeemable shares it had to include in its articles the terms
and manner of redemption whereas the ca 2006 enables directors to determine such matters themselves provided that they
are authorised to do so by the articles the new articles contain such an authorisation for the directors the company has no
plans to issue redeemable shares but if it did so the directors would need shareholders’ authority to issue new shares in the
usual way
5 purchase of own shares
the new articles include a provision in line with market practice clarifying that the company may subject to relevant laws and
regulations purchase its own shares under the ca 2006 shareholder authority is required for the company to purchase its own
shares and the company must also comply with relevant provisions in the financial conduct authority’s listing rules
6 suspension of registration of share transfers
the current articles permit the directors to suspend the registration of share transfers this power has been removed in the new
articles because it is inconsistent with the ca 2006 which requires share transfers to be registered as soon as practicable
7 notice of and proceedings at general meetings
the companies shareholders’ rights regulations 2009 shareholders’ rights regulations amended the ca 2006 to require
the company to give 21 clear days’ notice of general meetings unless the company offers members an electronic voting facility
and a special resolution reducing the period of notice to not less than 14 days has been passed annual general meetings
must be held on 21 clear days’ notice the new articles amend the provisions of the current articles to be consistent with the
new requirements the new articles also reflect modern market practice in that they no longer specify the business that will
be deemed to be special business at a general meeting of the company the new articles further include provisions in line
with market practice allowing for a general meeting to be held in more than one place where the chairman is satisfied that
adequate facilities are available to enable each person present at each place to participate in the business of the meeting
8 chairman’s casting vote
the new articles remove the provision in the current articles giving the chairman a casting vote in the event of an equality of
votes as this is no longer permitted under the ca 2006 82 paypoint plc annual report 2014
9 voting by proxies on a show of hands 
the shareholders’ rights regulations amended the ca 2006 so that it now provides that subject to a company’s articles each 
proxy appointed by a member has one vote on a show of hands unless the proxy is appointed by more than one member in 
which case the proxy has one vote for and one vote against if the proxy has been instructed by one or more members to vote 
for the resolution and by one or more members to vote against the resolution the new articles amend the provisions of the 
current articles to reflect these changes and to clarify the procedure to be followed if a proxy is appointed by more than one 
member and is given discretion as to how to vote by one or more of those members 
10 administration of proxy appointments 
in line with market practice the new articles allow the board some flexibility to treat as valid a proxy appointment that does not 
comply with all technical requirements of the articles
11 voting record date
under the ca 2006 as amended by the shareholders’ rights regulations the company must determine the right of members 
to vote at a general meeting by reference to the register not more than 48 hours before the time for the holding of the meeting 
not taking account of days that are not working days the new articles amend the current articles to reflect these provisions
 
12 voting in accordance with instructions
under the shareholders’ rights regulations proxies are expressly required to vote in accordance with instructions given to them 
by members for the avoidance of doubt the new articles contain a provision stating that the company is not obliged to check 
whether a proxy or corporate representative has voted in accordance with the members’ instructions
13 number of directors
in line with institutional guidelines the new articles include a limit on the maximum number of directors this has been set at 
12 directors increased from 10 directors under the current articles to provide sufficient flexibility for future additional board 
appointments should the need arise the minimum number of directors under the new articles is two
14 shareholding qualification
provisions in the current articles stating that no shareholding qualification for directors shall be required have been deleted in the 
new articles to ensure flexibility for relevant policies to be considered where appropriate
15 directors’ fees
the new articles provide for directors’ fees up to an aggregate of £750000 per annum subject to an ordinary resolution of 
the company determining a larger sum whereas the current aggregate limit is £500000 the increase is intended to provide 
sufficient flexibility in setting the level of directors’ fees and the number of directors appointed in the future
16 vacation of office of director
the new articles include updated wording regarding the circumstances in which a director must vacate office where the director 
has become physically or mentally ill subject to a resolution of the board the change applies a test of whether in the opinion 
of a medical practitioner the director is rendered incapable by his illness of acting as a director for more than three months
17 retirement of directors 
the new articles update the current articles to reflect the company’s established practice in line with the recommendations of 
the uk corporate governance code that all directors be subject to annual reelection by shareholders the new articles provide 
that at each annual general meeting every director who held office on the date seven days before the date of the notice of 
annual general meeting shall retire from office and each director wishing to serve again shall submit himself for reelection by 
shareholders provisions in the current articles referring to the appointment process for directors who have attained the age of 
70 have been deleted in the new articles since such provisions are no longer required
18 general  
generally the opportunity has been taken to bring clearer language into the new articles and in some areas to conform the 
language of the new articles to the language used in the ca 2006 
  paypoint plc annual report 2014 83
form of proxy
paypoint plc – annual general meeting
iwe name
ofaddress
hereby appoint the chairman of the meeting or the following personname of proxy
of address
as myour proxy to exercise all or any of myour rights to attend speak and vote in respect of myour voting entitlement of ……………………………… shares on 
myour behalf at the annual general meeting of the company to be held at 12 noon on 23 july 2014 at the offices of canaccord genuity 88 wood street london 
ec2v 7qr and at any adjournment thereof 
iwe would like myour proxy to vote on the resolutions proposed at the meeting as specified below unless otherwise instructed the proxy may vote as he or she 
sees fit or abstain in relation to any business of the meeting on any other business arising at the meeting including any motion to amend a resolution or to adjourn 
the meeting myour proxy will act at his or her discretion
please indicate by ticking the box opposite if this proxy appointment is one of multiple appointments being made
for the appointment of one or more proxy please refer to explanatory note 2 below 
items 1 to 14 are items of ordinary business items 15 to 22 are items of special business
resolution    ordinary business for against withheld
1 to receive the annual accounts and reports for the year ended 31 march 2014
2 to approve the directors’ remuneration report for the year ended 31 march 2014
3 to approve the directors’ remuneration policy
4 to declare a final dividend of 239p per ordinary share of the company
5 to elect mr warren tucker as a director of the company
6 to reelect mr eric anstee as a director of the company
7 to reelect mr george earle as a director of the company
8 to reelect mr david morrison as a director of the company
9 to reelect mr stephen rowley as a director of the company
10 to reelect mr dominic taylor as a director of the company
11 to reelect mr tim watkinrees as a director of the company
12 to reelect mr nick wiles as a director of the company
13 to reappoint deloitte llp as auditor of the company
14 to authorise the directors to determine the auditor’s remuneration
special business
15 ordinary resolution to authorise the directors to allot shares in accordance with section 551 of the companies act 2006
16 special resolution t o disapply statutory preemption rights in accordance with section 570 of the companies act 2006
17
special resolution to authorise the company to make market purchases of its ordinary shares up to 1499 of the 
issued share capital
18
special resolution to allow any general meeting other than an annual general meeting to be called on  
14 days’ notice
19 ordinary resolution to adopt the ltip 
20 ordinary resolution to adopt the dabp 
21 ordinary resolution to adopt the sip 
22 special resolution to adopt the articles of association of the company
to assist with arrangements if you intend attending the meeting in person please place an ‘x’ in the box opposite
signaturedate2014
in the case of a corporation this proxy must be given under its common seal or signed on its behalf by an officer duly authorised stating their capacity eg director company secretary
explanatory notes 
1 every holder has the right to appoint some other persons of their choice who need not be a shareholder as his or her proxy to exercise all or any of his or her rights to
attend speak and vote on their behalf at the meeting if you wish to appoint a person other than the chairman please insert the name of your chosen proxy holder in the space 
provided if the proxy is being appointed in relation to less than your full voting entitlement please enter in the box next to the proxy holder’s name  the number of shares in 
relation to which they are authorised to act as your proxy if left blank your proxy will be deemed to be authorised in respect of your full voting entitlement or if this proxy form 
has been issued in respect of a designated account for a shareholder the full voting entitlement for that designated account
2 to appoint more than one proxy you may photocopy this form please indicate the proxy holder’s name and the number of shares in relation to which they are authorised to act 
as your proxy which in aggregate may not exceed the number of shares held by you please also indicate if the proxy instruction is one of multiple instructions being given 
all forms must be signed and should be returned together in the same envelope
3 the right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who has been nominated to receive communication from 
the company in accordance with section 146 of the companies act 2006 nominated persons nominated persons may have a right under an agreement with the registered 
shareholder who holds shares on their behalf to be appointed or to have someone else appointed as a proxy alternatively if nominated persons do not have such a right or 
do not wish to exercise it they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights
4 the vote withheld option above is provided to enable you to abstain on any particular resolution however it should be noted that a vote withheld is not a vote in law and will 
not be counted in the calculation of the proportion of the votes for and against a resolution
5 entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the register of members of the company 
at 6pm on the day which is two days before the day of the meeting or adjourned meeting changes to entries on the register of members after that time shall be disregarded in 
determining the rights of any person to attend and vote at the meeting
6 to appoint one or more proxies or to give an instruction to a proxy whether previously appointed or otherwise via the crest system crest messages must be received by 
the issuer’s agent id number ra10 not later than 48 hours before the time appointed for holding the meeting for this purpose the time of receipt will be taken to be the time 
as determined by the timestamp generated by the crest system from which the issuer’s agent is able to retrieve the message the company may treat as invalid a proxy 
appointment sent by crest in the circumstances set out in regulation 355a of the uncertificated securities regulations 2001
7 the completion and return of this form will not preclude a member from attending the meeting and voting in person if you attend the meeting in person your proxy appointment 
will automatically be terminated 
8 to be effective all votes must be lodged not less than 48 hours before the time of the meeting at the office of the company’s registrar at capita asset services pxs 1 
34 beckenham road beckenham kent br3 4zf
9 this form is issued only to the addressees and is specific to the unique designated account printed hereon this personalised form is not transferable between different
i account holders or ii uniquely designated accounts the company and capita asset services accept no liability for any instruction that does not comply with these conditions 
business reply 
licence no rlubtbuxeguc
pxs 1
34 beckenham road 
beckenham
br3 4tu
3rd fold and tuck in
2nd fold
1st fold officers and professional 
advisers
directors
e anstee
g earle
d morrison
d newlands chairman
a robb
s rowley
d taylor
w tucker
t watkinrees
n wiles
 nonexecutive directors
company secretary
s court 
registered office
1 the boulevard
shire park
welwyn garden city
hertfordshire al7 1el
united kingdom 
registered in england and wales number 
3581541
independent auditor
deloitte llp
2 new street square
london ec4a 3bz
united kingdom
brokers
j p  morgan cazenove
25 bank street
london e14 5jp
united kingdom
cannacord genuity
88 wood street
london ec2v 7qr
united kingdom
jefferieshoare govett
vintners place 
68 upper thames street 
london ec4v 3bj
united kingdom
registrar
capita asset services
the registry
34 beckenham road 
beckenham
kent br3 4tu
united kingdom
printed and bound by empress litho
this document is printed on paper produced at a mill that is fsc and emas certified
fsc – forest stewardship council this ensures there is an audited chain of custody from the 
tree in the wellmanaged forest through to the finished document in the printing factory
iso 14001 – a pattern of control for an environmental management system against  
which an organisation can be credited by a third party
carbon balancing by the world land trust tackles climate change through projects that both 
offset carbon dioxide co2 emissions and conserve biodiversity paypoint plc
1 the boulevard shire park  
welwyn garden city  
hertfordshire al7 1el   
united kingdom
tel  44 01707 600300  
fax 44 01707 600333  
wwwpaypointcom


Summary:
 2 paypoint plc annual report 2014
strategic report
chairman’s statement
i am pleased to report strong growth in net revenue and operating profits for the year under 
review we are proposing a final dividend of 239p per share an increase of 183 on the 
dividend last year excluding the 150p special dividend
our retail networks in the uk ireland and romania delivered profitable growth from our strong 
client base and breadth of services prepaid energy transactions were in line with last year 
despite warmer winter weather which reduced gas consumption the reported growth rate was 
reduced by there being an extra six days of trading in the prior period retail services transaction 
growth was 251 in romania bill payment transactions have grown 535 as we added new 
clients including rcs  rds branded as digi a pay tv and communications supplier and one of 
romania’s biggest bill issuers and grew strongly in existing clients  
the market for mobile topups continues to decline in all three markets in romania network 
expansion has countered the market decline mobile topups accounted for 139 of total group 
net revenues the simple payment service for the dwp has contributed to growth in transactions 
but volume has been lower than originally anticipated as much of the cheque volume the service 
replaced migrated to other payment methods our uk field force has grown the network and 
driven sales of retail services to increase our average retail yield per site we are developing a 
multichannel product to address the payment challenges faced by utilities as a result of the uk 
government mandated change to smart meters by 2020 building on the credentials we already 
have in providing online payment solutions for prepayment meters
our collect joint venture is now profitable  parcel transactions rose 764 to 136 million  
2013 77 million and outlet numbers expanded to 5600 collect increased the number of 
clients served by 54 to 266 by 31 march 2014 we have introduced a new standard two day 
delivery service in addition to the economy three to five day service and continue to invest in 
service improvements to encourage growth
our mobile and online channels have been combined into one business under our unified group 
brand and we have strengthened management to address the substantial opportunities available in 
digital commerce transaction growth in the year was 158 and net revenue growth 77 with 
strong growth in mobile net revenue transaction growth was mainly from larger merchants or 
newer parking clients who have lower than average net revenues per transaction through mobile 
payments we gain valuable insight into the development of mobile commerce and although we 
have continued to grow net revenues and win new clients including the provision of services for 
155000 parking spaces in central paris this remains an early stage venture in february we acquired 
adaptis which provides a range of complementary parking services including electronic parking 
permits automatic number plate recognition systems for car parks and penalty charge notices this 
small acquisition will strengthen our leading position in mobile parking payments expanding our 
range of innovative parking products into offstreet locations fines and permits and improving 
our capability to bid for bundled contracts we also have the potential to extend into other mobile 
commerce areas but this will require expenditure in development and marketing
we have continued to invest in technology we are in the process of migrating services to the two 
new data centres we started to fit out in the last financial year our objective is to move all systems 
and transaction processing to the new data centres over the next two years we have introduced 
single daily settlement to our retailers reducing retailer banking costs and our exposure to retail 
agent debt as leading suppliers of retail technology we are researching the functionality for our 
next generation of point of sale infrastructure which in due course will replace existing terminals 
in mobile and online we are planning to replace and upgrade our internet gateway platform over 
the next two years and we are developing our technology which will open the platform to mobile 
services other than parking 
for the current financial year trading is in line with the company’s expectations our retail 
networks in the uk and romania should continue to deliver profitable growth from our strong 
client base and breadth of services we will continue to invest in network expansion innovative 
technology and new services to improve the quality of these retail networks to enhance their 
competitive advantages and our retail yield mobile and online is an essential element of our 
strategy to provide multichannel payments and services placing us in fast growing markets and 
providing a bridge from cash to electronic payments together our businesses provide a strong 
foundation to deliver value for our shareholders
andrew robb who has served on the board since 2004 was formerly chairman of the audit 
committee and is chairman of the remuneration committee and senior independent director will 
retire at the annual general meeting i would like to thank andrew for his service and wish him a 
long and happy retirement
i am retiring from the end of the forthcoming annual general meeting after serving as chairman 
of paypoint for sixteen years i have much enjoyed working with the management in whose 
very capable hands together with those of my successor warren tucker and our nonexecutive 
directors i confidently leave the development of the business 
david newlands   29 may 2014
paypoint romania 
expands with new 
market sectors
having signed up the majority of 
the country’s national and regional 
utility companies paypoint in 
romania has enjoyed considerable 
success in delivering innovative 
new products and services for 
its customers in other markets 
including telecommunications 
financial services and even road 
tax amongst the schemes 
introduced has been a partnership 
with scala assistance enabling 
romanian customers to pay for 
their road tax at paypoint shops 
across the country
“romania has one of the largest 
road networks in europe and scala 
assistance wanted to work with a 
retail network with the coverage 
that would match it its network of 
terminals throughout the country 
makes it easy for romanian drivers 
to pay for their road tax quickly 
and conveniently before they take 
to the road”
scala assistance
distributing emergency 
funds to the most needy
the distribution of emergency 
funds was transferred from the 
department for work and pensions 
to local authorities from april 
2013 for which paypoint provided 
the solution to local authorities 
of how to accept and assess 
applications then make payments 
in a timely manner quick credit 
voucher qcv is an online portal 
that provides a universal platform 
for any local authority to process 
quickly applications and deliver 
payments either by letter email 
or text message which can be 
immediately accessed by claimants 
at any paypoint retailer almost 75 
local authorities were using qcv by 
the end of march 2014 by when it 
had been used to make payments 
to approximately 130000 residents 
in crisis with a total value of £52 
million the versatility of the qcv 
portal means that it can also be 
used as an alternative to cheque 
payments for other purposes such 
as council tax refunds 
“the innovative system is easy 
to use saving us valuable time 
and money and avoiding the 
need for us to hold cash or gift 
vouchers”  
judith johnson at  
milton keynes council