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Entain PLC

Proxy Solicitation & Information Statement Mar 22, 2024

5222_agm-r_2024-03-22_02c06abe-7d47-477a-b51d-ddd8fa082595.pdf

Proxy Solicitation & Information Statement

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Please return the completed Form of Proxy to:

UK based members: FREEPOST SAS, Link Group, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL (Please note this is all you need to write on the envelope and no stamp is required).

Overseas members: SAS – Link Group, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL United Kingdom

Entain plc (the "Company")

FORM OF PROXY – 2024 ANNUAL GENERAL MEETING

Please complete in BLOCK CAPITALS

I/We ................................................................................................................................ of ....................................................................................................................................................

Being a shareholder of the Company hereby appoint the Chair of the meeting or (see notes 1 and 5)

(Name of proxy) ........................................................................................................ (Number of shares) ................................................................................................................ Please indicate here if you are appointing more than one proxy ......................................................................................................................................... (see note 5)

as my/our proxy to attend, represent and vote for me/us on my/our behalf at the Annual General Meeting ("AGM") of the Company to be held at etc.venues, 200 Aldersgate, London EC1A 4HD at 10.00 a.m. (BST) on 24 April 2024 and at any adjournment thereof.

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I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an 'X'. If no indication is given, my/our proxy will vote or withhold his or her vote at his or her discretion and I/we authorise my/our proxy to vote (or withhold his or her vote) as he or she thinks fit in relation to any other matter which is properly put before the meeting.

Please clearly mark the box below to instruct your proxy how to vote

Ordinary Resolutions

    1. Receive the 2023 annual report 2. Approve the 2023 Directors' remuneration report
    1. Re-appoint KPMG LLP as auditor
    1. Authorise the Directors to agree the auditor's remuneration
    1. Re-elect J M Barry Gibson as a Director
    1. Re-elect Pierre Bouchut as a Director
    1. Re-elect Stella David as a Director
    1. Re-elect Virginia McDowell as a Director
    1. Re-elect David Satz as a Director
    1. Re-elect Rahul Welde as a Director
    1. Re-elect Rob Wood as a Director 12. Elect Amanda Brown as a Director
      -
Withheld
Against
13. Elect Ronald J. Kramer as a Director
14. Elect Ricky Sandler as a Director
15. Authorise the Directors to allot the Company's shares

Special Resolutions

Barcode: Event code:

  1. Approve the general disapplication of pre-emption rights

    1. Approve the disapplication of pre-emption rights for acquisitions and other capital investment
    1. Authorise the Directors to acquire the Company's shares

Against

Withheld

For

Entain plc (the "Company") ELECTRONIC COMMUNICATIONS

If you currently receive hard copy documents from us and would prefer to receive email notifications when new documents and information are published by means of Electronic Communications being made available on the Company's website, please tick the box below and provide the requested details. Alternatively, you can register your email address via the share portal: www.signalshares.com.

Please complete in BLOCK CAPITALS

Communications by being made available on the Company's website. My/our email address for this purpose is: I/we would like to receive email notifications when new documents and information are published by means of Electronic
Full name of member(s):
Address:
Investor Code (if known):
(This can be found on your share certificate)
Signature
Date

Notes on Form of Proxy

    1. As a shareholder you are entitled to appoint one or more proxies to exercise all or any of your shareholder rights to attend and to speak and vote on your behalf at the meeting. The appointment of the Chair of the meeting as proxy has been included for convenience. To appoint as a proxy any other person, delete the words "the Chair of the meeting or" and insert the full name of your proxy in the space provided. A proxy need not be a shareholder of the Company. If you wish your proxy to speak at the meeting, you should appoint a proxy other than the Chair of the meeting and give your instructions to that proxy. If the proxy is being appointed in relation to part of your holdings only, please enter in the space provided the number of shares in relation to which they are authorised to act. If this box is left blank, they will be authorised in respect of your entire shareholding.
    1. Completion and submission of the form of proxy will not prevent you from attending the meeting and voting at the meeting in person, in which case any votes cast by your proxy will be excluded.
    1. To be valid the form of proxy should be completed, signed and delivered (together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority) to the Company's registrars, Link Group, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL not later than 10.00 a.m. (BST) on 22 April 2024 or, in the case of a poll taken subsequent to the date of the meeting, or any adjourned meeting, not less than 24 hours before the time appointed for the taking of the poll which is taken more than 48 hours after the day of the meeting or adjourned meeting.
    1. In the case of a company being a shareholder then this proxy form must be executed under its common seal or signed on its behalf by an officer of that company or an authorised attorney for that company.
    1. You may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. Shareholders who intend to appoint more than one proxy can obtain additional Forms of Proxy from Link Group on 0371 664 0300 if you are phoning from the United Kingdom or +44 (0)371 664 0300 if you are calling outside the United Kingdom. Calls are charged at the standard geographical rate and will vary by provider. Calls from outside of the United Kingdom will be charged at the applicable international rate. Lines are open 9.00 a.m. to 5.30 p.m. (BST) Monday to Friday (excluding public holidays in England and Wales). Alternatively, the Form of Proxy provided may be photocopied prior to completion. The Forms of Proxy should be returned in the same envelope and each should indicate that it is one of multiple appointments being made. If you return more than one proxy appointment, either by paper or electronic communication, the appointment received last by the Company's registrar before the last time for the receipt of proxies will take precedence.

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    1. In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of any other joint holders. For these purposes, seniority shall be determined by the order in which the names stand in the Company's shareholders' register in respect of the joint holding.
    1. A "vote withheld" option has been included on the form of proxy. The legal effect of choosing this option on any resolution is that you will be treated as not having voted on the relevant resolution. The number of votes in respect of which votes are withheld will, however, be counted and recorded, but disregarded in calculating the number of votes for or against each resolution.
    1. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual. Further details are set out in the AGM notice dated 22 March 2024.
    1. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io and refer to the AGM Notice.
    1. Alternatively, you can vote online at www.signalshares.com or via the LinkVote+ app (refer to the AGM Notice for further details).

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