Playtech PLC

AGM Information • May 25, 2020

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author: Brian Moore
date: 2020-05-25 16:35:00+00:00

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                                                                 PLAYTECH PLC

                                                                  (the Company)

                                                            Company No. 008505V

                  Resolutions passed as special business at the Annual General Meeting of the Company

                                                                         held on

                                                                     20 May 2020

1. THAT, pursuant to and for the purposes of article 5 of the Company’s articles of association (the “Articles”), the directors be and are generally and unconditionally authorised to exercise all the powers of the Company to allot:

   (a) Ordinary Shares and to grant rights to subscribe for or to convert any security into Ordinary Shares in the Company up to an aggregate number of 99,776,118 Ordinary Shares; and

   (b) in connection with a rights issue, Ordinary Shares and to grant rights to subscribe for or to convert any security into Ordinary Shares, up to an aggregate number of 99,776,118 Ordinary Shares,

provided that the authority conferred by this resolution shall expire at the conclusion of the next annual general meeting of the Company or, if shorter, 15 months after the date of the passing of this resolution but so that the Company may, before such expiry, make offers or agreements which would or might require Ordinary Shares to be allotted or rights to subscribe for or convert securities into Ordinary Shares to be granted after such expiry and the directors may allot Ordinary Shares or grant rights to subscribe for or convert any security into Ordinary Shares pursuant to any such offer or agreement as if this authority had not expired, where “rights issue” means an offer to:

    (i) holders of Ordinary Shares in proportion (as nearly as practicable) to the respective number of Ordinary Shares held by them; and

    (ii)    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,

to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or by virtue of shares being represented by depositary receipts or any other matter.

1. THAT, subject to and conditional on the passing of resolution number 11, the directors of the Company be authorised to allot equity securities (as defined in the Articles) for cash pursuant to the authority conferred by resolution number 11 and/or sell Ordinary Shares held by the Company as treasury shares for cash, in each case free from the restriction in article 6.1 provided that such authority is limited to:

   (a) the allotment of equity securities in connection with a rights issue (as defined in resolution number 11) or any other pre-emptive offer; and

   (b) the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to an aggregate number of 14,966,418 Ordinary Shares,

and such authority, unless renewed, shall expire at the end of the next annual general meeting of the Company or, if earlier, 15 months after the date of the passing of this resolution but, in each case, shall extend to the making or entering into, before such expiry, of an offer or agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the directors of the Company may allot equity securities (and sell treasury shares) pursuant to such offer or agreement as if this authority had not expired.

1. THAT, subject to and conditional on the passing of resolution number 11, the directors of the Company be authorised in addition to any authority granted under resolution number 12 to allot equity securities for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash, in each case free from the restriction in article 6.1 provided that such authority is:

   (a) limited to the allotment of equity securities or sale of treasury shares up to an aggregate number of 14,966,418 Ordinary Shares; and

   (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the directors of the Company determine to be an acquisition or other capital investment of a kind contemplated by the 2015 Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group,

and such authority, unless renewed, shall expire at the end of the next annual general meeting of the Company or, if earlier, 15 months after the date of the passing of this resolution but, in each case, shall extend to the making or entering into, before such expiry, of an offer or agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the directors of the Company may allot equity securities (and sell treasury shares) pursuant to such offer or agreement as if this authority had not expired.

1. THAT, pursuant to and for the purposes of article 15.1(b)(iii) of the Articles, the Company generally and unconditionally be authorised to make market purchases (within the meaning of section 693(4) of the UK Companies Act 2006) of Ordinary Shares provided that:

   (a) the maximum aggregate number of Ordinary Shares that may be purchased is 29,932,835;

   (b) the minimum price (excluding expenses) which may be paid for each Ordinary Share is £0.01;

   (c) the maximum price (excluding expenses) which may be paid for each Ordinary Share is the higher of:

   (i) 105% of the average market quotation for an Ordinary Share, as derived from the London Stock                    Exchange Daily Official List, for the five business days prior to the day the purchase is made; and
   
   (ii)    the higher of the price of the last independent trade and the highest current independent bid for an Ordinary Share as derived from the London Stock Exchange Trading System; and
   

   (d) the authority conferred by this resolution shall expire (unless previously renewed, varied or revoked by the Company) at the end of the next annual general meeting of the Company or, if earlier, 15 months after the date of the passing of this resolution, save that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase Ordinary Shares which will or may be executed wholly or partly after the expiry of such authority.