Diginex Ltd

PROXY STATEMENT

The board of directors (the “Board of Directors”) of Diginex Limited (the “Company”) is soliciting proxies for the extraordinary general meeting of shareholders (the “Extraordinary General Meeting” or the “Meeting”) of the Company to be held on Thursday, October 8, 2026 at 10:00 a.m. (Eastern Time) virtually via webcast and teleconference using the following access information:

Registered shareholders as of August 14, 2026 (the “Record Date”) and duly appointed proxyholders will be able to attend, participate (proxyholder is not to speak at the Extraordinary General Meeting) and vote at the Meeting or any adjournment thereof in real time. Beneficial shareholders who hold their shares through a broker, investment dealer, bank, trust corporation, custodian, nominee or other intermediary who have not duly appointed themselves as proxyholder will be able to attend as guests, but will not be able to participate in or vote at the Meeting.

If you wish to cast vote by proxy by mail, please do the following: (i) sign and date the proxy card, (ii) mark the boxes indicating how you wish to vote, and (iii) return the proxy card in the prepaid envelope provided. Unsigned proxy cards will not be counted. If you wish to vote by proxy over the internet, please go to the website at www.cstproxyvote.com or https://www.cstproxy.com/diginex/egm2026, which are listed on your proxy card or voting instruction form. Use the Internet to transmit your voting instructions until 11:59 p.m. Eastern Time on October 7, 2026. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. There may be costs associated with electronic access, such as usage charges from Internet access providers that must be paid by the shareholder. The Internet voting procedures are designed to authenticate a shareholder’s identity to allow a shareholder to vote his, her or its shares and confirm that his, her or its instructions have been properly recorded. Voting by proxy over the Internet authorizes the named proxy to vote your shares in the same manner as if you had submitted a validly executed proxy card.

Only registered holders of the ordinary shares of the Company of record at the close of business on “the Record Date” are entitled to attend and vote at the Meeting or at any adjournment thereof. The shareholders holding shares that represent not less than one-third of the outstanding shares carrying the right to vote at the Meeting shall form a quorum.

Any shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy need not be a shareholder of the Company. Each registered holder of the Company’s ordinary shares shall on a poll be entitled to one vote in respect of each ordinary share held by such holder on the Record Date.