Pre-Annual General Meeting Information • Apr 25, 2025
Pre-Annual General Meeting Information
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To be held at 10.00 a.m. on 21 May 2025 at the offices of Bryan Cave Leighton Paisner LLP, Governors House, 5 Laurence Pountney Hill, London EC4R 0BR.
Whether or not you propose to attend the Annual General Meeting, please complete and submit a form of proxy in accordance with the instructions printed on the enclosed form.
The form of proxy must be received by no later than 10.00 a.m. on 19 May 2025.
If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your shares in Playtech plc, please forward this document, together with the accompanying documents, as soon as possible either 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.
Incorporated in the Isle of Man under company number 008505V
Ground Floor St George's Court Upper Church Street Douglas Isle of Man IM1 1EE
Final time and date for receipt of proxies by the registrars 19 May 2025 at 10.00 a.m.
Time and date of the Annual General Meeting 21 May 2025 at 10.00 a.m.
Playtech plc Incorporated in the Isle of Man under company number 008505V
Ground Floor St George's Court Upper Church Street Douglas Isle of Man IM1 1EE
24 April 2025
I am pleased to be writing to you with details of the Annual General Meeting of Playtech plc ("Playtech" or the "Company") for 2025 (the "AGM" or "Meeting"), which will be held at the offices of Bryan Cave Leighton Paisner LLP, Governors House, 5 Laurence Pountney Hill, London EC4R 0BR, on 21 May 2025 at 10.00 a.m.
The formal notice of the AGM (the "Notice of Annual General Meeting") is set out on pages 5 and 6 of this document.
If you would like to vote on the resolutions, please fill in the enclosed form of proxy appointing the Chairman of the Meeting as your proxy with your voting instructions and return it to our registrars, Computershare, as soon as possible. Alternatively, you can register your proxy electronically by logging on to www. investorcentre.co.uk/eproxy or, if you are a member of CREST, via Computershare Investor Services (ID3RA50). You will need to enter the Control Number, Shareholder Reference Number and Personal Identification Number as shown on your proxy form. The registrars must receive your proxy appointment by 10.00 a.m. on 19 May 2025 at the latest.
The explanatory notes in Appendix 2 outline the business to be considered at the AGM.
As announced in January of this year, I intend to step down from the Board at the conclusion of the AGM and am, therefore, not offering myself for re-election. The Board will meet immediately after the AGM to consider and appoint a new Chairman.
Please check that you have received the following with this document:
You are strongly encouraged to register a proxy vote by casting your proxy either online or via CREST, if you are a CREST member, as explained in the notes on pages 7 and 8 or by completing, signing and returning your form of proxy in accordance with the instructions printed thereon as soon as possible but in any event so as to be received by post at Computershare Investor Services (Jersey) Limited, c/o, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, by no later than 10.00 a.m. on 19 May 2025.
The Directors of the Company consider that all the proposals to be considered at the AGM are in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole. The Directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own beneficial holdings, which amount to 451,759 ordinary shares representing approximately 0.14% of the existing issued ordinary shares.
Yours sincerely,
Brian Mattingley Chairman
John was appointed to the Board in April 2025.
John brings 30 years of experience across the sports, media and technology sectors, in addition to relevant board experience from a range of international companies. He currently serves as a Non-executive Director at DAZN Group and is a Non-executive Director at The Sporting News. John was a founder of Perform, a digital sports media business, growing it into a leading provider of live data and content to online betting shops before the business listed in 2011. John previously held leadership roles at Sky Sports, Hutchinson 3G and Sony Pictures.
Mor was appointed as Playtech's Chief Executive Officer in May 2007.
Prior to being appointed CEO, Mor was the Chief Executive Officer of one of the Group's subsidiaries, Techplay Marketing Limited, which required him to oversee the Group's licensee relationship management, product management for new licensees and marketing activities. Before joining Playtech, Mor worked for Oracle for over four years, initially as a development consultant and then as a product manager, which involved creating sales and consulting channels on behalf of Oracle Israel and Oracle Europe, the Middle East and Africa. Earlier in his career, he worked in a variety of roles, including as an Auditor and Financial Consultant for PricewaterhouseCoopers and a System Analyst for Tadiran Electronic Systems Limited, an Israeli company that designed electronic warfare systems.
Chris was appointed as Playtech's Chief Financial Officer in November 2022.
Chris started his career at Deloitte in Canada, where he qualified as a Chartered Professional Accountant (CPA). He then worked in Equity Research for UBS in Canada and Bank of America Merrill Lynch in the UK. Prior to being appointed CFO in 2022, Chris was Director of Investor Relations. Prior to joining Playtech, Chris was Head of Corporate Strategy at software company Temenos. Chris is also a Chartered Financial Analyst (CFA) charter holder.
Ian was appointed to the Board in September 2018.
Ian is currently Non-executive Director of ASX-listed data encryption, privacy and evaluation business IXUP Limited, a Non-executive Director of Chicago-based streaming technology business Phenix Real Time Solutions Inc., Vice Chairman of Weatherbys Limited and Non-executive Director of its technology partnership with the British Horseracing Authority, Racing Digital Ltd. Prior to his appointment, Ian was CEO of Sportech plc from 2005 to 2017 and served as CEO of Arena Leisure plc from 2001 to 2005. .
Linda was appointed to the Board in October 2021.
Formerly a senior tax partner at EY, Linda was a member of the EY Midlands board and Head of Tax at EY Midlands. She was subsequently Midlands Head of Tax and National Head of Deals for Cooper Parry. Linda is passionate about diversity and inclusion and spent five years as EY's Midlands People Partner, leading the agenda across people matters. She established a crossbusiness female mentoring network for the Midlands region and set up and continues to lead a female entrepreneurs' network. She is an advocate for sustainable business and an active member of the Directors' Climate Forum Chapter Zero.
Samy was appointed to the Board in January 2023.
Samy brings extensive experience of working with global businesses, largely across wealth and tax advisory. He began his career in tax advisory at Ernst & Young and tax management at Credit Suisse before focusing on wealth advisory as an Executive Director at Julius Baer and subsequently joining 1291 Group as Managing Partner. Samy is currently Group CEO of PFIS Group. Over the years, Samy developed a leading franchise advising on the financial affairs of many Asia-based ultra-high net worth clients.
Doreen was appointed to the Board in July 2024.
Over a career spanning more than 30 years, Doreen possesses a broad range of skills and an extensive network, having held senior positions in some of the largest financial institutions. Doreen's wealth of experience adds further depth and valuable insights to the Board
The Chairman will present to the AGM the accounts and the reports of the Directors and the auditor for the financial year ended 31 December 2024 (the "Annual Report").
For UK incorporated companies, there are requirements in relation to the content and approval of the Directors' Remuneration Report. Although, as an Isle of Man incorporated company, Playtech is not subject to these requirements, the Board considers that shareholders would expect the Company to voluntarily mirror the requirements of the UK legislation applicable to a premium listed main market company so far as is practicable. The Board is happy to do so as the Directors consider that the requirements facilitate good corporate governance.
Accordingly, the Directors' Remuneration Report set out in full on pages 130 to 148 in the Annual Report is in three sections and contains:
The first and third sections of the report will be put to an advisory shareholder vote by ordinary resolution.
Resolution 3 proposes the re-appointment of BDO LLP as the Company's auditor to hold office until the next annual general meeting of the Company and resolution 4, as is common practice, authorises the Directors to set the auditor's remuneration.
Although the articles of association of the Company (the "Articles") do not require all of the Directors to retire and be put up for re-election at each annual general meeting of the Company, in accordance with the provisions of the UK Corporate Governance Code, all of the Directors of the Company have resolved that they will retire and offer themselves for re-election by shareholders at the AGM.
The Board considers that the performance of each Board member continues to be effective, that each member of the Board demonstrates the commitment required to continue in their present roles, and accordingly supports each Director's re-election.
Biographical details of the Directors can be found in Appendix 1 and further details of their skills and experience, and representation on the Board committees, can be found on pages 110 and 111 of the Annual Report.
The Articles provide that the Directors may only allot ordinary shares or grant rights to subscribe for or convert securities into ordinary shares if authorised to do so by the holders of ordinary shares. At the last annual general meeting of the Company held on 22 May 2024, the Directors sought authority to allot ordinary shares and grant rights to subscribe for or convert securities into ordinary shares. However, a significant proportion of shareholders did not support the resolution and the resolution was not passed. Playtech subsequently consulted and engaged with its shareholders in order to hear their views and better understand their concerns. From the engagement the Company has had with shareholders, the common theme apparent from those that opposed the resolution is an approach to governance which prefers not to grant general or annual authorities in respect of changes in equity capital but instead to review approval when required for specific transactions.
Although the Board acknowledges the views of shareholders, the Board considers it prudent to seek flexibility to allot new shares and grant rights up until the Company's next annual general meeting, as is customary and within the limits prescribed by the Investment Association ("IA").
The IA guidelines on authority to allot shares state that IA members will permit, and treat as routine, resolutions seeking to allot shares representing approximately one-third of the number of ordinary shares in issue (excluding shares held in treasury). In addition, IA members will treat as routine a request for authority to allot shares representing approximately an additional onethird of the number of ordinary shares in issue (excluding shares held in treasury) provided that it is only used to allot shares in connection with a fully pre-emptive offer.
Accordingly, the authority in resolution 12, paragraph (a) will allow your Directors to allot up to 103,098,081 ordinary shares in the Company or grant rights to subscribe for, or convert any security into, such number of ordinary shares in the Company, representing approximately one-third of the Company's issued ordinary shares as calculated as at 22 April 2025 (being the latest practicable date prior to the publication of this Notice of Annual General Meeting). The authority in resolution 12, paragraph (b) will allow your Directors to allot ordinary shares in the Company or grant rights to subscribe for, or convert any security into, ordinary shares in the Company, only in connection with a fully pre-emptive offer, up to an aggregate number of 206,196,162 ordinary shares, representing approximately two-thirds of the Company's issued ordinary shares, as reduced by the aggregate number of ordinary shares allotted or rights granted under resolution 12, paragraph (a) and calculated as at 22 April 2025 (being the latest practicable date prior to the publication of this Notice of Annual General Meeting).
The power conferred by this resolution will expire at the conclusion of the next annual general meeting of the Company or, if sooner, at the close of business on the date which is 15 months after the date of the passing of the resolution (unless previously renewed, varied or revoked by the Company).
The Directors have no present intention of exercising this authority. However, it is considered prudent to maintain the flexibility that this authority provides to enable the Directors to respond to any appropriate opportunities that may arise. The Directors intend to renew this authority annually. The Company did not hold any shares in treasury as at 22 April 2025 (being the latest practicable date prior to the publication of this Notice of Annual General Meeting).
Resolutions 1 to 12 will be proposed as ordinary resolutions and will require more than half of the votes cast at the AGM to be in favour of the resolution to be passed.
Under article 6 of the Articles, if the Directors wish to exercise the authority under resolution 12 to offer ordinary shares or grant rights to subscribe for, or to convert any security into, ordinary shares or to sell any ordinary shares which the Company may purchase and elect to hold as treasury shares for cash (other than pursuant to a share scheme of the Company), they must first be offered to existing shareholders pro-rata to their holdings. There may be occasions, however, when it is in the Company's interests for the Directors to have the flexibility to finance business opportunities by allotting new ordinary shares (or granting rights to subscribe for, or convert securities into, ordinary shares) for cash or selling treasury shares for cash without a fully pre-emptive offer to existing shareholders.
The purpose of resolution 13 is therefore to authorise the Directors (subject to the passing of resolution 12) to allot ordinary shares or to grant rights to subscribe for, or convert securities into, ordinary shares or to sell treasury shares for cash (other than pursuant to a share scheme of the Company) without having to first offer such shares to existing shareholders in proportion to their existing shareholdings.
The authority under resolution 13 would be limited to:
This disapplication authority is in line with the IA's most recent Share Capital Management Guidelines published in February 2023 and the Pre-Emption Group's Statement of Principles as revised in November 2022. Resolution 13 is proposed in accordance with the template resolution published by the Pre-Emption Group in November 2022.
The authority sought and the limits set by resolution 13 will also apply to any sale or transfer of treasury shares. The Directors consider it prudent to have the flexibility to buy back shares into treasury and subsequently to sell or to transfer them, if appropriate. This will enable them to act on short notice in appropriate circumstances if that is in the best interests of the Company. The Company did not hold any shares in treasury as at 22 April 2025 (being the latest practicable date prior to the publication of this Notice of Annual General Meeting).
The Directors have no present intention to exercise the authority conferred by this resolution. However, it is considered prudent to maintain the flexibility that this authority provides. Any allotment or sale under resolution 13 will be in accordance with the shareholder protections contemplated in paragraph 1 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice of Annual General Meeting.
The authority under resolution 13 will expire at the conclusion of the next annual general meeting of the Company or, if sooner, at the close of business on the date which is 15 months after the date of the passing of the resolutions. The Directors intend to renew these authorities annually.
This resolution seeks authority for the Company to make market purchases of its own ordinary shares and is proposed as a special resolution. If passed, the resolution gives authority for the Company to purchase up to 30,929,424 of its ordinary shares, representing just under 10% of the Company's issued ordinary share capital as at 22 April 2025 (being the latest practicable date prior to the publication of this Notice of Annual General Meeting).
The resolution specifies the minimum and maximum prices which may be paid for any ordinary shares purchased under this authority. The power conferred by this resolution will expire at the conclusion of the next annual general meeting of the Company or, if sooner, at the close of business on the date which is 15 months after the date of the passing of the resolution.
The Directors do not currently have any intention of exercising the authority granted by this resolution. The Directors will only exercise the authority to purchase ordinary shares granted by this resolution where they consider that such purchases will be in the best interests of shareholders generally.
On 22 April 2025 (being the latest practicable date prior to the publication of this Notice of Annual General Meeting), the total number of options to subscribe for ordinary shares in the Company amounted to 6,129,396. This represented 1.98% of the Company's issued ordinary share capital on that date. If this authority to purchase shares was exercised in full, these options would represent 2.20% of the issued ordinary share capital as at 22 April 2025 (the latest practicable date prior to the publication of this Notice of Annual General Meeting). The Company does not have any outstanding share warrants.
Resolutions 13 and 14 will be proposed as special resolutions and require that 75% or more of the votes cast at the AGM be in favour of the resolution for it to be passed.
Notice is given that the Annual General Meeting (the "AGM") of Playtech plc (the "Company") will be held at the offices of Bryan Cave Leighton Paisner LLP, Governors House, 5 Laurence Pountney Hill, London EC4R 0BR on 21 May 2025 at 10.00 a.m. for the following purposes:
To consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions:
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, at the close of business on the date which is 15 months after the date of the passing of this resolution (unless previously renewed, varied or revoked by the Company) 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.
For the purposes of this resolution, "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to the power of the Directors to impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.
To consider and, if thought fit, pass the following resolutions, which will be proposed as special resolutions:
such authority to expire at the end of the next Annual General Meeting of the Company or, if earlier, at the close of business on the date which is 15 months after the date of the passing of this resolution (unless previously renewed, varied or revoked by the Company) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors of the Company may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
Voting on all resolutions will be by way of a poll.
By order of the Board
Company Secretary Ground Floor St George's Court Upper Church Street Douglas Isle of Man IM1 1EE
24 April 2025
Registered in Isle of Man number 008505V
After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
Ground Floor St George's Court Upper Church Street Douglas Isle of Man
IM1 1EE
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