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 the document or about the action you should take, you are recommended to seek your own independent advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriately authorised independent professional adviser who is authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised independent adviser.
888 HOLDINGS PLC
(THE "COMPANY")
(Incorporated in Gibraltar with registered number 90099)
NOTICE OF 2023 ANNUAL GENERAL MEETING
NOTICE OF ANNUAL GENERAL MEETING
NOTICE OF ANNUAL GENERAL MEETING
888 Holdings plc
Registered office:
Suite 601/701,
Europort,
Europort Road,
Gibraltar
GX11 1AA
Registered in Gibraltar with company number 90099
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 the document or about the action you should take, you are recommended to seek your own independent advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriately authorised independent professional adviser who is authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised independent adviser.
If you have sold or transferred all your ordinary shares (the "Ordinary Shares") or underlying depositary interests (the "Depositary Interests") in 888 Holdings plc ("888" or the "Company"), you should pass this letter and all other documents enclosed with it to the purchaser or transferee or to the stockbrokers, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee as soon as possible.
Notice of the Annual General Meeting (the "Meeting") of 888 to be held at 9.00am UK time (10.00am Gibraltar time) on Tuesday 23 May is set out on pages 9 to 11 of this document.
The Meeting will take place at the office of Hudson Sandler LLP at 25 Charterhouse Square, London EC1M 6AE. Shareholders not able to attend in person will be able to follow the proceedings of the Meeting over the online Investor Meet Company platform by registering in advance via the following link:
https://www.investormeetcompany.com/888-holdings-plc/register-investor
Shareholders are invited to submit any questions in respect of the business of the Meeting for the Board to consider. Questions may be submitted in advance or during the Meeting over the Investor Meet Company platform following registration, and the Board will aim to respond to any such questions relevant to the business of the Meeting.
A live broadcast of the Meeting will be opened over the platform at approximately 8.55am UK time (9.55am Gibraltar time) on 23 May 2023. Shareholders joining over the platform will be able to see and hear the Meeting, but will not be seen or heard by the Board.
888 Holdings plc is committed to reducing paper and improving efficiency in its shareholder communications. Unlike previous years, you will not receive a hard copy form of proxy or form of direction for the 2023 AGM in the post automatically. You may request a hard copy form of proxy or form of direction directly from our Registrar, Link Group. Details of how to request, and complete, a hard copy form of proxy and form of direction are set out in note (d) on page 10 of this document. All instructions must be received by the Registrars by no later than 9.00am UK time (10.00am Gibraltar time) on 18 May 2023 for the form of direction and 9.00am UK time (10.00am Gibraltar time) on 19 May 2023 for the form of proxy.
Shareholders can complete the form of proxy or form of direction electronically by logging on to https://www.signalshares.com. Further details are set out in the notes on page 10.
Shareholders wishing to vote at the Meeting are strongly encouraged to do so by completing a Form of Proxy or Form of Direction as appropriate. SHAREHOLDERS WILL NOT BE ABLE TO VOTE AT THE MEETING OVER THE ONLINE PLATFORM.
The Board encourages shareholders to watch the Company's website and regulatory news services for any updates in relation to the Meeting that may need to be provided.
ORDINARY SHAREHOLDERS
The Form of Proxy, for use in connection with the Meeting by Ordinary Shareholders only, should be completed and returned, in accordance with the instructions printed thereon, as soon as possible and by no later than 9.00am UK time (10.00am Gibraltar time) on 19 May 2023.
DEPOSITARY INTEREST HOLDERS/EMPLOYEE SHAREHOLDERS
The Form of Direction, for use in connection with the Meeting by Depositary Interest Holders and Employee Shareholders only, should be completed and returned, in accordance with the instructions printed thereon, as soon as possible and by no later than 9.00am UK time (10.00am Gibraltar time) on 18 May 2023. Alternatively, CREST members may instruct the Depositary how to vote the shares underlying their Depositary Interests by using the electronic voting service. Further details are set out in the notes to the Form of Direction.
Link Group, the company's registrar, has launched a shareholder app: LinkVote+. It's free to download and use and gives shareholders the ability to access their shareholding record at any time and allows users to submit a proxy appointment quickly and easily online rather than through the post. The app is available to download on both the Apple App Store and Google Play.
If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io.
- 888 Holdings PLC Notice of Annual General Meeting 2023
NOTICE OF ANNUAL GENERAL MEETING
LETTER FROM THE CHAIRMAN OF 888 HOLDINGS PUBLIC LIMITED COMPANY
888 Holdings Public Limited Company
Suite 601/701
Europort
Europort Road
Gibraltar
25 April 2023
To:
- the holders of Ordinary Shares (the "Ordinary Shareholders");
- the holders of Depositary Interests in Ordinary Shares held in uncertificated form through CREST (the "Depositary Interest Holders"); and
- the participants in the 888 All-Employee Share Plan, the 888 Long Term Incentive Plan 2015 and the 888 Deferred Share Bonus Plan (the "Employee Shareholders").
Dear Sir/Madam Shareholder
2023 ANNUAL GENERAL MEETING
Our 2023 Annual General Meeting will be held on Tuesday 23 May 2023 at 9.00am UK time (10.00am Gibraltar time). The Meeting location will be the office of Hudson Sandler LLP at 25 Charterhouse Square, London EC1M 6AE.
The directors of the Company (the "Directors") strongly encourage you to fill in the Form of Proxy if you are an Ordinary Shareholder, or if you are Depositary Interest Holder or Employee Shareholder, the Form of Direction. Please see "Action to be taken" below for further details.
The Notice convening the Meeting is set out on pages 9 to 11 and I am writing to give you details of the items of business to be transacted at the Meeting.
The business of the Meeting will be to consider and if, thought fit, pass the resolutions set out on pages 9 to 11.
Resolutions 1 and 2
These resolutions deal with the Annual Report & Accounts 2022 (Resolution 1) and the Directors' Remuneration Report (Resolution 2). These resolutions will be proposed as ordinary resolutions.
Resolutions 3 to 10
These resolutions deal with the election and re-election of Directors. These resolutions will be proposed as ordinary resolutions.
Resolutions 11 to 13
These resolutions deal with the appointment of the auditors and the auditors' remuneration (Resolutions 11 and 12), and the Directors' authority to allot shares (Resolution 13). All these resolutions will be proposed as ordinary resolutions.
Resolution 14
This resolution deals with the authority for the Directors to renew the 888 Holdings plc LTIP. This resolution will be proposed as an ordinary resolution.
Resolutions 15 to 17
These resolutions deal with the authority for the Company to purchase its own shares (Resolution 15), and the authority of the Directors to disapply pre-emption rights, in line with UK institutional shareholder guidelines (Resolutions 16 and 17). These resolutions will be proposed as special resolutions.
Resolution 18
This resolution requests authority to amend the UK address of the Company noted within the Memorandum and Articles of Association. This resolution will be proposed as a special resolution.
An explanation of each of the resolutions is set out on pages 5 to 8 of this document.
Recommendation
Your Board unanimously recommends that shareholders vote in favour of all the resolutions set out in the Notice of the Meeting, which they consider to be in the best interests of the Company and the shareholders as a whole.
The Directors intend to vote in favour of all resolutions in respect of their beneficial shareholdings totalling 188,871 Ordinary Shares representing 0.04% of the issued share capital of the Company as at 31 March 2023 (being the latest practicable date prior to publication of this Notice).
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NOTICE OF ANNUAL GENERAL MEETING
NOTICE OF ANNUAL GENERAL MEETING CONTINUED
Action to be taken
Forms of Proxy for Ordinary Shareholders
Ordinary Shareholders are requested to complete a Form of Proxy indicating how they wish to cast their votes on each of the resolutions. The Form of Proxy should be completed and returned, in accordance with the instructions printed thereon, as soon as possible and by no later than 9.00am UK time (10.00am Gibraltar time) on 19 May 2023.
Shareholders can complete the form of proxy electronically by logging on to https://www.signalshares.com.
Forms of Direction for Depositary Interest Holders and Employee Shareholders
Depositary Interest Holders or Employee Shareholders are requested to complete a Form of Direction indicating how they wish to cast their votes on each of the resolutions. The Form of Direction should be completed and returned, in accordance with the instructions printed thereon, as soon as possible and by no later than 9.00am UK time (10.00am Gibraltar time) on 18 May 2023.
Shareholders can complete the form of direction electronically by logging on to https://www.signalshares.com.
Yours faithfully
Lord Jon Mendelsohn
Executive Chair
- 888 Holdings PLC Notice of Annual General Meeting 2023
NOTICE OF ANNUAL GENERAL MEETING
EXPLANATION OF BUSINESS TO BE CONSIDERED
AT THE 2023 ANNUAL GENERAL MEETING
The notes on the following pages give an explanation of the proposed resolutions.
Resolutions 1 to 14 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 15 to 18 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
Resolution 1: Annual Report & Accounts 2022
In accordance with the Gibraltar Companies Act, the Directors will present the Annual Report & Accounts for the financial year ended 31 December 2022 to the general meeting of shareholders.
Resolution 2: Directors' Remuneration Report
The Directors' Remuneration Report for the financial year ended 31 December 2022 is set out on pages 111 to 125 of the Company's Annual Report & Accounts 2022. The Directors will present the Directors' Remuneration Report (excluding the part containing the Directors' Remuneration Policy, which is on pages 111-116) for approval by shareholders at the general meeting.
As the Company is Gibraltar incorporated, it is not required to prepare a directors' remuneration report pursuant to the UK Directors' Remuneration Report requirements in Schedule 8 to the UK Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) (the "DRR Regulations").
The Company has, however, prepared the Directors' Remuneration Report substantially in line with the requirements of the DRR Regulations on a voluntary basis as if the Company were required to do so, as a matter of good governance.
The shareholder vote on the Directors' Remuneration Report is advisory in nature and the Directors' entitlement to remuneration is not conditional on it. The Board will take the outcome of the vote into consideration in setting the Company's remuneration policy for its Directors.
Resolutions 3 to 10: Election and re-election of Directors
In accordance with the Company's Articles of Association, all Directors of the Company will retire at the Annual General Meeting and are offering themselves for election or re-election.
Biographical details of the current Directors are shown on pages 90 and 91 of the Company's Annual Report & Accounts 2022.
In proposing the re-election of the Directors, the Executive Chair has confirmed that, following formal performance evaluation, each individual continues to make an effective and valuable contribution to the Board and demonstrates commitment to the role.
Details of the Board evaluation process in relation to the Directors can be found on pages 95 and 96 of the Company's Annual Report & Accounts 2022.
Following a rigorous search process by the Nominations Committee, the Company seeks shareholder approval for the appointment of Andrea Gisle Joosen and Andria Vidler as non-executive directors.
Ori Shaked is seeking appointment, following his nomination to the Board on 13 September 2022 by the Group's largest shareholder, Salix Trust Company (BVI) Limited, in bare trust on behalf of Dalia Shaked, in line with its right to appoint a Non-Executive Director.
Biographical details of the proposed Directors are shown on pages 90 and 91 of the Company's Annual Report & Accounts 2022.
Following the announcement on 30 January 2023, Yariv Dafna will step down at the end of 2023.
Resolution 11: Reappointment of auditors
The Company's independent auditors must be appointed or reappointed each year at the Annual General Meeting.
The Directors propose that, following the recommendation of the Audit Committee, Ernst & Young LLP and EY Limited, Gibraltar (together, "EY"), be reappointed as auditors, including for the purposes of meeting the Company's statutory requirements under Section 257 of the Gibraltar Companies Act, as amended, and the filing of the Company's financial statements in Gibraltar pursuant to Section 258 of the Gibraltar Companies Act 2014, as amended. EY has expressed its willingness to continue in office.
Resolution 12: Auditors' remuneration
Resolution 12 authorises the Audit Committee to determine the auditors' remuneration.
Resolution 13: Allotment of shares by Directors
Resolution 13 is proposed to renew the Directors' authority to allot relevant securities, in line with UK institutional shareholder guidelines. Paragraph (a)(i) of the resolution will allow the Directors to allot relevant securities up to a maximum nominal amount of £745,293.59 representing no more than one-third (33.33%) of the Company's Ordinary Share capital in issue as at 31 March 2023, being the latest practicable date prior to the publication of this Notice, such amount to be reduced by the nominal amount of any equity securities allotted under paragraph (a)(ii) in excess of £745,293.59 . In accordance with institutional guidelines issued by The Investment Association, paragraph (a)(ii) of the resolution will allow Directors to allot, including the relevant securities referred to in paragraph (a)(i), further of the Company's shares in connection with a pre-emptive offer by way of a rights issue to up to a maximum nominal amount of £1,490,587.19, representing no more than two-thirds (66.66%) of the Company's Ordinary Share capital in issue as at 31 March 2023, being the latest practicable date prior to the publication of this Notice, such amount to be reduced by any relevant securities allotted under paragraph (a)(i).
This authority will expire upon the earlier of: (i) the conclusion of the next Annual General Meeting of the Company after passing this resolution; and (ii) 30 June 2024.
The Directors have no present intention of exercising this authority. The Company does not hold any shares in treasury.
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888 Holdings plc published this content on 26 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2023 06:48:15 UTC.