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Playtech PLC

AGM Information May 8, 2013

5196_dva_2013-05-08_734a8a3a-2dba-49ef-aea6-ff3c80f58f00.pdf

AGM Information

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Isle of Man Companies Act 2006

RESOLUTIONS OF

PLAYTECH LIMITED (the "Company")

Passed at the Annual General Meeting of the Company held at the Sefton Hotel, Harris Promenade, Douglas, Isle of Man on Wednesday 8 th May 2013.

ORDINARY RESOLUTIONS

    1. IT WAS RESOLVED THAT, pursuant to section 14 of the Isle of Man Companies Act 2006 and subject to the consent of the Registrar of Companies in the Isle of Man, the name of the Company be changed to "Playtech plc".
    1. IT WAS RESOLVED 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 authorised to allot:

(a) shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate of 96,437,000 ordinary shares; and in addition;

(b) equity securities of the Company (within the meaning of the Articles) in connection with an offer of such securities by way of a rights issue up to an aggregate of 192,875,000 ordinary shares,

provided that this authority 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 an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the directors may allot shares or grant rights to subscribe for or convert securities into shares pursuant to an offer or agreement as if this authority had not expired.

"Rights issue" means an offer of equity securities to holders of ordinary shares in the capital of the Company on the register of members on a record date fixed by the directors in proportion (as nearly as may be practicable) to the respective numbers of ordinary shares held by them, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with any fractional entitlements or legal or practical issues arising under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter.

SPECIAL RESOLUTION

12.IT WAS RESOLVED THAT, the directors be and they are empowered to allot equity securities for cash, pursuant to the authority conferred on them by article 5 of the Articles as if the provisions of article 6.1 of the Articles, namely the pre-emption provisions, did not apply to such allotment, provided that this power shall be limited to the allotment of equity securities:

(a) in connection with an offer of such securities by way of a Rights Issue (as defined in resolution 11 above); and

(b) otherwise than pursuant to resolution 12(a) above, up to an aggregate number of 14,611,500 ordinary shares

and shall expire at the earlier of 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 save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted and the directors may allot equity securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

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