888 Holdings PLC — Proxy Solicitation & Information Statement 2014

Apr 14, 2014

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Form of Proxy for use at the General Meeting to be held on 14 May 2014 at 11.00 a.m. (or as soon thereafter as the Annual General Meeting of 888 Holdings plc convened to be held at 9.00 a.m. on the same day and at the same place has concluded or been adjourned).

Before completing this form, please read the explanatory notes below.

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I/We, being (a) member(s) of 888 Holdings Public Limited Company, holding ______________ Ordinary Shares of GBP£0.005 each, hereby appoint the Chairman of the meeting or (see note (b) (Please leave this box blank if you have selected the Chairman. Do not insert your own name(s)).

as my/our proxy to attend and vote for me/us on my/our behalf at the GENERAL MEETING of 888 Holdings Public Limited Company to be held at Suite 601/701, Europort, Europort Road, Gibraltar on Wednesday 14 May 2014 at 11.00am (or as soon thereafter as the Annual General Meeting of 888 Holdings plc convened to be held at 9.00 a.m. on the same day and at the same place has concluded or been adjourned) and at any adjournment thereof as shown below (see note (c)).

Signature (see notes (d) and (e))Date	Signature (see notes (d) and (e))Date	Signature (see notes (d) and (e))Date	Signature (see notes (d) and (e))Date	Signature (see notes (d) and (e))Date
Resolutions		For	Against	VoteWithheld
1	To amend the Company’s Articles in the form set out in the Notice of Meeting.

Notes:

• (a) To be valid this Form of Proxy, 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 Capita Registrars, PXS 1, 34 Beckenham Road, Beckenham, BR3 4ZF, in person or by post no later than 11.00am on 12 May 2014.

• (b) If you wish to appoint some person other than the Chairman to act as proxy please insert his/her name in the box provided and strike out the words “the Chairman of the meeting”. A proxy need not be a member of the Company. You may appoint more than one person to be your proxy; if more than one proxy attends the meeting, the Company will recognise the vote of the person first mentioned on the Form of Proxy to the exclusion of the vote of your other proxy or proxies.

• (c) Please indicate with an “X” how you wish your votes cast. In the absence of any specific direction, and on any other resolution or motion put to the meeting, the proxy will, on a poll, vote or abstain or withhold your vote as the proxy thinks fit. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution.

• (d) In the case of a corporation, this Form of Proxy 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 Proxy 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 register of members.

• (f) Resolution 1 will be proposed as a special resolution.

• (g) Return of this Form of Proxy will not prevent a registered member from attending the meeting and voting in person.

• (h) You may instruct how you want your votes cast electronically by logging on to https://www.capitashareportal.com and following the instructions given on the website. You will need to register first before using this internet voting facility and will be asked to agree to certain terms and conditions.

Capita Registrars PXS 1 34 Beckenham Road Beckenham BR3 4ZF