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888 Holdings PLC

Proxy Solicitation & Information Statement Apr 29, 2022

5226_agm-r_2022-04-29_8fbb60fa-67f7-4376-8d05-3edd23397264.pdf

Proxy Solicitation & Information Statement

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Form of Direction for use by holders of Depository Interests in relation to the General Meeting to be held on 16 May 2022.

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For

Against

X X X

Vote Withheld

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

Capitalised terms not otherwise defined are references to those terms as defined in the combined circular and prospectus sent to shareholders of 888 Holdings PLC dated 29 April 2022.

I/We, being (a) holder(s) of Depository Interests in 888 Holdings Public Limited Company hereby direct Link Market Services Trustees Limited (see note (b)) to vote in proportion to my/our Holding at the GENERAL MEETING at the offices of Hudson Sandler LLP at 25 Charterhouse Square, London EC1M 6AE, United Kingdom on 16 May 2022 at 10.00 a.m. (UK time) (11.00 a.m. (Gibraltar time)) and at any adjournment thereof as shown below (see notes (b), (c) and (j)).

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

RESOLUTION Please mark 'X' in the appropriate spaces to indicate how you wish to vote

  1. THAT the Proposed Acquisition under and on the terms set out in the Sale and Purchase Agreement be and is hereby approved and the Directors (or a committee of the Directors) be and are hereby authorised to waive, amend, vary or extend any of the terms of the Sale and Purchase Agreement (provided that any such waivers, amendments, variations or extensions are not of a material nature) and to do all things as they may consider to be necessary or desirable to implement and give effect to, or otherwise in connection with, the Proposed Acquisition and any matters incidental to the Proposed Acquisition

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 10.00 a.m. (UK time) (11.00 a.m. (Gibraltar time)) on 11 May 2022.
  • (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.
  • (c) Please indicate with an "X" how you wish Link Market Services Trustees Limited to vote the Shares underlying your Depository Interest 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 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) Resolution 1 is proposed as an ordinary resolution
  • (h) 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 not less than 72 hours (excluding weekends and bank holidays) before the time of the General Meeting or any adjournment thereof. 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.

Business Reply Plus Licence Number RUCA–ESGL–RSXY

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PXS 1 Link Group Central Square 29 Wellington Street LEEDS LS1 4DL

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