RESOLUTIONS
of
888 HOLDINGS PLC
Company Number: 90099
(the "Company")
Passed on 13 May 2024
IN ACCORDANCE WITH LISTING RULE LR 9.6.2R
At a duly convened Annual General Meeting of the Company, the following resolutions of the Company were duly passed by or on behalf of the required number of the members of the Company who, at the date of the Annual General Meeting, were entitled to vote on the resolutions in the case of resolutions 1-14 as ordinary resolutions and, in the case of resolutions 15 and 18 as special resolutions.
RESOLUTIONS
- 1 To receive the Annual Report & Accounts 2023
- 2 To approve the Directors' Remuneration Report (other than the part containing the Remuneration Policy)
- 3 To approve the Remuneration Policy
- 4 To re-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 re-elect Limor Ganot as a Director
- 8 To re-elect Andrea Gisle Joosen as a Director
- 9 To re-elect Ori Shaked as a Director
- 10 To elect Per Widerström as a Director
- 11 To elect Sean Wilkins as a Director
- 12 To re-appoint Ernst and Young LLP and EY Limited, Gibraltar, as the Company's Auditors
- 13 To authorise the Audit and Risk Committee to agree the remuneration of the Auditors
- 14 THAT:
- (a) the Board be and it is hereby generally and unconditionally authorised to exercise all powers of the Company to allot relevant securities (within the meaning of section 94 of
the Gibraltar Companies Act 2014):
- (i) up to a maximum nominal amount of £748,513.75 (such amount to be reduced by the nominal amount of any equity securities allotted under paragraph (ii) below in excess of £748,513.75); and
- (ii) up to a maximum nominal amount of £748,513.75 (such amount to be reduced by any relevant securities allotted under paragraph (i) above) in connection with an offer or issue of equity securities by way of a rights issue to or in favour of:
- (A) Ordinary Shareholders where the equity securities respectively attributable to the interests of all Ordinary Shareholders are proportionate (as nearly as may be) to the respective numbers of Ordinary Shares held by them; and
- (B) 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;
and so that the Directors may make such exclusions or other arrangements as they consider expedient in relation to treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter;
- (b) this authority shall 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 2025, save that, in each case, the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Board may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired. All previous unutilised authorities will cease to have effect.
- 15 THAT the Company be and is hereby generally and unconditionally authorised, pursuant to section 105 of the Gibraltar Companies Act (the Act), to make market purchases (within the meaning of section 108 of the Act) of its Ordinary Shares of £0.005 each in the capital of the Company, subject to the following conditions:
- (i) the maximum number of Ordinary Shares authorised to be purchased is an aggregate nominal value of up to £224,554.12 (amounting to 44,910,824 Ordinary Shares as at the date of the notice) (representing 10% of the present issued ordinary share capital as at 29 February 2024, being the latest practicable date prior to the publication of the document);
- (ii) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is £0.005 (being the nominal value of an Ordinary Share);
- (iii) the maximum price (exclusive of expenses) which may be paid for each Ordinary Share is the higher of:
- (A) an amount equal to 105% of the average of the middle market quotations of an Ordinary Share in the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Ordinary Share is contracted to be purchased; and
- (B) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent purchase bid for an Ordinary Share in the Company as derived from the London Stock Exchange Trading System;
- (iv) this authority shall expire at the earlier of: (i) the conclusion of the next Annual General Meeting of the Company after passing this resolution; and (ii) 30 June 2025, unless previously renewed, varied or revoked by the Company at a general meeting; and
- (v) a contract to purchase shares under this authority may be made prior to the expiry of this authority, and concluded in whole or in part after the expiry of this authority, and the Company may purchase its Ordinary Shares in pursuance of any such contract as if the authority conferred hereby had not expired; and
- 18 THAT with effect from the conclusion of the Meeting and subject to the relevant to the necessary regulatory approvals, consents, and compliance with applicable laws, the Company's name will be changed to evoke plc and the Company's Memorandum and Articles of Association will be updated to reflect the new name.
……………………………………………….
Jon Mendelsohn Chairman, 888 Holdings plc Dated: 13 May 2024