888 Holdings PLC

AGM Information • Apr 19, 2021

FORM OF DIRECTION FOR USE BY HOLDERS OF DEPOSITORY INTERESTS AND EMPLOYEE SHAREHOLDERS OR HOLDERS WITHIN THE 888 NOMINEE FACILITIES IN RELATION TO THE ANNUAL GENERAL MEETING TO BE HELD ON 20 MAY 2021.

BEFORE COMPLETING THIS FORM, PLEASE READ THE EXPLANATORY NOTES BELOW.

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To be held at the office of Virtual Marketing Services (UK) Limited at 3rd Floor Clearwater House, 4-7 Manchester St, London W1U 3AE, with satellite locations linked by videoconference to the principal meeting location at the offices of 888 Holdings plc at Suite 601/701, Europort, Europort Road, Gibraltar, and of Random Logic Ltd. at 85A Medinat Hayehudim St., Herzliya, Israel, on Thursday 20 May 2021 at 9.00am BST (10.00am CEST, 11.00am IST).

Signature of person attending

Bar Code:

VC-CODE-01 (BARCODE)

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I/We, being (a) holder(s) of Depository Interests or interests in securities of 888 Holdings Public Limited Company via the 888 Nominee Schemes hereby direct Link Market Services Trustees Limited (see note (b)) to vote in proportion to my/our Holding at the ANNUAL GENERAL MEETING of the office of Virtual Marketing Services (UK) Limited at 3rd Floor Clearwater House, 4-7 Manchester St, London W1U 3AE, with satellite locations linked by videoconference to the principal meeting location at the offices of 888 Holdings plc at Suite 601/701, Europort, Europort Road, Gibraltar, and of Random Logic Ltd. at 85A Medinat Hayehudim St., Herzliya, Israel, on Thursday 20 May 2021 at 9.00am BST (10.00am CEST, 11.00am IST) and at any adjournment thereof as shown below (see notes (b), (c) and (j)).

RESOLUTIONS		AGAINST FOR
1	To receive the Annual Report & Accounts 2020
2	To approve the Directors' Remuneration Report (other than that part containing the Remuneration Policy)
3	To approve the Remuneration Policy
4	To elect Jon Mendelsohn as a Director
5	To re-elect Anne de Kerckhove as a Director
6	To re-elect Mark Summerfield as a Director
7	To elect Limor Ganot as a Director
8	To re-elect Itai Pazner as a Director
9	To elect Yariv Dafna as a Director
10	To appoint Ernst and Young LLP and EY Limited, Gibraltar, as the Company's Auditors
11	To authorise the Audit Committee to agree the remuneration of the Auditors

WITHHELD
VOTE	RESOLUTIONS
	business on 26 March 2021
	in the Notice of Meeting
	the Notice of Meeting
	as set out in the Notice of Meeting

		Bar Code:	IVC-CODE-01 (BARCODE)
		Event Code:	EVENT-CODE
	RESOLUTIONS			FOR	WITHHELD AGAINST VOTE
12			To declare a final dividend of 10.4 cents per ordinary share payable on 24 May 2021 to those shareholders on the register of members of the Company at close of business on 26 March 2021
13			To declare an additional one-off dividend of 1.6 cents per

	ordinary share payable on 24 May 2021 to those shareholders on the register of members of the Company at close of business on 26 March 2021
14	To renew the Directors' authority to issue shares, as set out in the Notice of Meeting
15	To authorise the Directors to make market purchases of the Company's ordinary shares, as set out in the Notice of Meeting
16	To renew the Directors' authority to allot equity securities for cash without first offering them to shareholders, as set out in the Notice of Meeting
17	To renew the Directors' authority to allot equity securities for cash in connection with an eligible acquisition or specified capital investment without first offering them to shareholders,

Signature (see notes (d) and (e)) Date

NOTICE OF AVAILABILITY

NOTES

• (a) To be valid this Form of Direction, together with any power of attorney or other authority under which it is signed, or a notarially certified copy of such power or authority, must be deposited at Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL in person or by post no later than 9.00am BST (10.00am CEST) on 17 May 2021.
• (b) Neither Link Market Services Trustees Limited nor its appointed custodian will exercise voting rights in the absence of express instructions from the registered Depository Interest holder or registered participant within the 888 Nominee schemes.
• (c) Please indicate with an "X" how you wish Link Market Services Trustees Limited to vote the Shares underlying your Depository Interest or Nominee holding. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of the proportion of votes for or against the resolution.
• (d) In the case of a corporation, this Form of Direction must be executed under its common seal or under the hand of an officer or attorney duly authorised whose capacity should be stated.
• (e) In the case of joint holders, this Form of Direction may be signed by any one of such holders, but the vote of the senior who tenders a vote shall be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose seniority shall be determined by the order in which the names appear in the Depository Interest or Nominee register.
• (f) This form is issued only to the addressee(s) and is specific to the class of security and the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; (ii) classes of security; or (iii) uniquely designated accounts. The Company and Link Market Services Trustees Limited accept no liability for any instruction that does not comply with these conditions.
• (g) Resolutions 15 to 17 will be proposed as special resolutions.
• (h) In view of the evolving COVID-19 situation public health concerns, the Board has been monitoring public health guidance and legislation issued by the UK Government in relation to the pandemic. The health of the Company's shareholders, as well as its employees and customers, is of paramount importance. In light of these measures, following due consideration and the guidance from the Investment Association, Quoted Companies Alliance, GC100 and others relating to the holding of general meetings, you must not attend the Meeting being held on Thursday 20 May 2021 in person and the Company will be unable to allow entry to anyone seeking to attend the Meeting in person. You 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 (https:// www.investormeetcompany.com/888-holdings-plc/register-investor) following registration, and the Board will aim to respond to any such

questions relevant to the business of the Meeting. No answer need be given by the Company to any question if (a) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information, or (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.

• (i) Depository interests held in uncertificated form (i.e. in CREST), representing shares on a one for one basis in the Company, may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual. To vote or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by Link Market Services Trustees Limited (ID number: RA10) by 9.00am BST (8.00am CEST) on 17 May 2021. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Link Market Services Trustees Limited is able to retrieve the message. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. CREST Personal Members or other CREST sponsored members and those CREST Members who have appointed voting service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings please refer to the CREST Manual. We may treat a proxy appointment sent by CREST as invalid in the circumstances set out in Regulation 35(5)(a) of the UK Uncertificated Securities Regulations 2001.
• (j) Link Market Services Trustees Limited will appoint the Chairman of the meeting as its proxy to cast your votes. The Chairman may also vote or abstain from voting as he or she thinks fit on any other business (including amendments to resolutions) which may properly come before the meeting.
• (k) 888 Nominee Scheme participants may cast their votes electronically by logging on to https://www.signalshares.com and following the instructions given on the website. Such participants will need to register first before using this internet voting facility and will be asked to agree to certain terms and conditions.

LINK GROUP

PXS 1 Central Square 29 Wellington Street Leeds LS1 4DL

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