888 Holdings PLC — Proxy Solicitation & Information Statement 2015

Apr 14, 2015

Form of Direction for use by holders of Depository Interests or holders within the 888 Nominee facilities in relation to the Annual General Meeting to be held on 13 May 2015.

IVC CODE:

Event Code:

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 Capita IRG Trustees Limited (see note (b)) to vote in proportion to my/our Holding at the ANNUAL GENERAL MEETING of 888 Holdings Public Limited Company to be held at Suite 601/701, Europort, Europort Road, Gibraltar on Wednesday 13 May 2015 at 9.00am and at any adjournment thereof as shown below (see note (c)).

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

Resolutions		For	Against	Vote Withheld
1	To receive the Annual Report & Accounts 2014
2	To approve the Remuneration Report (other than that part containing the Remuneration Policy referred to in Resolution 3)
3	To receive and adopt the revised Remuneration Policy
4	To elect Brian Mattingley as a Director
5	To elect Aviad Kobrine as a Director
6	To elect Ron McMillan as a Director
7	To elect Amos Pickel as a Director
8	To elect Ron McMillan as a Director, provided that resolution 6 is passed - separate approval by independent shareholders
9	To elect Amos Pickel as a Director, provided that resolution 7 is passed - separate approval by independent shareholders
10	To appoint EY as the Company's Auditors
11	To authorise the Directors to agree the remuneration of the Auditors
12	To declare a final dividend of 4.5 cents per ordinary share payable on 15 May 2015 to those shareholders on the register of members of the Company on 17 April 2015
13	To declare an additional one-off dividend of 7.0 cents per ordinary share payable on 15 May 2015 to those shareholders on the register of members of the Company on 17 April 2015
14	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
15	To renew the Directors' authority to issue shares, as set out in the Notice of Meeting

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 Capita Registrars, PXS 1, 34 Beckenham Road, Beckenham, BR3 4ZF in person or by post no later than 9.00am on 8 May 2015.
• (b) Neither Capita IRG 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 Capita IRG 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 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 Capita IRG Trustees Limited accept no liability for any instruction that does not comply with these conditions.
• (g) Resolutions 14 and 15 will be proposed as special resolutions.
• (h) If you would like to attend the AGM, please contact Capita IRG Trustees Limited, Regulated Business Team, The Registry, 34 Beckenham Road Beckenham, Kent BR3 4TU or by email to custodymgt@capitaregistrars.com, to request a Letter of Representation, by no later than 9:00am on 8 May 2015.
• (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 Capita IRG Trustees Limited (ID number: RA10) by 9.00am on 8 May 2015. 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 Capita IRG 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) Capita IRG 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.capitashareportal.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

Capita Registrars PXS 1 34 Beckenham Road Beckenham BR3 4ZF