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888 Holdings PLC

Proxy Solicitation & Information Statement Apr 29, 2022

5226_agm-r_2022-04-29_ab91c1b3-e3fd-4ec2-8272-7ffa152a56d0.pdf

Proxy Solicitation & Information Statement

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Investor Code:

Event Code:

Before completing this form, please read the explanatory notes below.
dated 29 April 2022. Capitalised terms not otherwise defined are references to those terms as defined in the combined circular and prospectus sent to shareholders of the Company
I/We, being (a) member(s) of 888 Holdings Public Limited Company, hereby appoint the Chairman of the meeting or the following person (see note (b))
(Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).)
with respect to the following number of my/our Ordinary Shares of GBP£0.005 each in 888 Holdings Public Limited Company (see note (b))
Please check this box if this proxy is one of multiple proxy appointments being made
the meeting) my/our proxy will act at his or her discretion. as my/our proxy to attend and to exercise all or any of my/our rights to attend, speak and vote for me/us on my/our behalf in respect of my/our voting
entitlement at the GENERAL MEETING of 888 Holdings Public Limited Company to be held 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. I/we would like my/
our proxy to vote on the resolutions proposed at the meeting as shown below (see note (c)). Unless otherwise instructed the proxy may vote as he or she sees
fit or abstain in relation to any business of the meeting. On any other business arising at the meeting (including any motion to amend a resolution or to adjourn
Signature (see notes (d) and (e)) Date
ORDINARY RESOLUTION Please mark 'X' to indicate how you wish to vote Vote Withheld
Against
For
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
X
X
X

Proposed Acquisition and any matters incidental to the Proposed Acquisition

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 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 12 May 2022.
  • (b) You have the right to appoint some other person(s) of your choice to exercise all or any of your rights to attend, speak and vote on your behalf at the meeting. 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 proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attaching to a different share or shares held by you. To do this, you must complete a separate Form of Proxy for each proxy or, if appointing multiple proxies electronically, follow the instructions given on the relevant electronic facility (details are set out in the notice of meeting). You can copy your original Form of Proxy, or additional Forms of Proxy can be obtained from Link Group by telephone: +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. We are open between 09:00 - 17:30 (UK time), Monday to Friday excluding public holidays in England and Wales. All forms must be signed and should be returned together in the same envelope. If you appoint more than one proxy, or if you otherwise wish to appoint your proxy in relation to less than your full voting entitlement, you should indicate in the box on the relevant Forms of Proxy the number of shares for which each proxy is authorised to act on your behalf; where the box is left blank, the appointment will be deemed to be in respect of the full voting entitlement. When two or more valid proxy appointments are delivered or received in respect of the same share, the one which was last delivered or received (regardless of its date or signature) shall be treated as replacing and revoking the others as regards that share; if the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share. For details of how to terminate a proxy appointment, see note (g).
  • (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

PXS 1

PXS 1

LEEDS LS1 4DL

Link Group

Central Square

LEEDS LS1 4DL

29 Wellington Street

Link Group

Central Square

29 Wellington Street

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 the proportion 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 ordinary resolution.
  • (g) You must inform the company's registrars in writing of any termination of the authority of a proxy.
  • (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/registerinvestor) 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) You may appoint a proxy and instruct how you want your votes cast electronically by logging on to https://www.signalshares.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. Electronic proxies must be completed and lodged in accordance with the instructions on the website by no later than 10.00 a.m. (UK time) (11.00 a.m. (Gibraltar time)) on 12 May 2022.

Business Reply Plus Licence Number RLUB-TBUX-EGUC Business Reply Plus Licence Number RUCA–ESGL–RSXY 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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