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Playtech PLC AGM Information 2016

Apr 13, 2016

5196_agm-r_2016-04-13_f7e8745e-b16c-4d8b-86a4-64f7162d567d.pdf

AGM Information

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  • {omputershare All Correspondence to:

  • Computershare Investor Services (Isle of Man) Limited c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

  • Form of Proxy - Annual General Meeting to be held on 18 May 2016 View the Annual Report online: www.playtech.com To be effective, all proxy appointments must be lodged with the Company's Registrars at: c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 16 May 2016 at 10.00 am.

  • Explanatory Notes: 1. Every holder has the right to appoint some other person(s) of their choice, who need 4. Pursuant to Regulation 22 of the Uncertificated Securities Regulations 2006 (Isle of not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak Man), entitlement to attend and vote at the meeting and the number of votes which may and vote on their behalf at the meeting. If you wish to appoint a person other than the be cast thereat will be determined by reference to the Register of Members of the Chairman, please insert the name of your chosen proxy holder in the space provided Company at close of business on the day which is two days before the day of the (see reverse). If the proxy is being appointed in relation to less than your full voting meeting. Changes to entries on the Register of Members after that time shall be entitlement, please enter in the box next to the proxy holder's name (see reverse) the disregarded in determining the rights of any person to attend and vote at the meeting. number of shares in relation to which they are authorised to act as your proxy. If returned 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously without an indication as to how the proxy shall vote on any particular matter, the proxy appointed or otherwise) via the CREST system, CREST messages must be received will exercise his discretion as to whether, and if so how, he votes (or if this proxy form by the issuer's agent (ID number 3RA50) not later than 48 hours before the time has been issued in respect of a designated account for a shareholder, the proxy will appointed for holding the meeting. For this purpose, the time of receipt will be taken lo exercise his discretion as to whether, and if so how, he votes). be the time (as determined by the timestamp generated by the CREST system) from

    1. To appoint more than one proxy, an additional proxy form(s) may be obtained by which the issuer's agent is able to retrieve the message. The Company may treat as contacting the Registrar's helpline on 0370 707 4040 or you may photocopy this form. invalid a proxy appointment sent by CREST in the circumstances set out in Regulation Please indicate in the box next to the proxy holder's name (see reverse) the number of 18(4)(a) of the Uncertificated Securities Regulations 2006 (Isle of Man). shares in relation to which they are authorised to act as your proxy. Please also indicate 6. The above is how your address appears on the Register of Members. If this information by marking the box provided if the proxy instruction is one of multiple instructions being is incorrect please ring the Registrar's helpline on 0370 707 4040 to request a change given. All forms must be signed and should be returned together in the same envelope. of address form or go to www.investorcentre.co.uk/je to use the online Investor Centre
    1. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular service. resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and 7. Any alterations made to this form should be initialled. will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
  • Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Isle of Man) Limited accept no liability for any instruction that does not comply with these conditions.

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Form of Proxy Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s). I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement on my/our behalf at the Annual General Meeting of Playtech pie to be held at The Sefton Hotel, Harris Promenade, Douglas, Isle of Man IM1 2RW on 18 May 2016 at 10.00 am, and at any adjourned meeting. 'For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). Please use a black pen. Mark with an X inside the box as shown in this example. Please mark here to indicate that this proxy appointment is one of multiple appointments being made. inside the box as shown in this example. Vote For Against Withheld 1. To receive the Company's accounts, the directors' reports and auditors' report thereon for the financial year ended 31 December 2015. DD D To approve the directors' remuneration report, excluding the directors' remuneration policy, in the form set out set out on pages 58 to 72 of theD D D D D D Company's annual report and accounts for the financial year ended 31 December 2015. To re-appoint BOO LLP as auditors to hold office from the conclusion of the meeting to the conclusion of the next meeting at which the D D D accounts are laid before the Company and to authorise the Directors to determine their remuneration. To approve the payment of a final dividend for the year ended 31 December 2015 of 18.9 €cents per ordinary share of no par value ("Ordinary D D D Shares") payable to those shareholders on the register of members of the Company at the close of business on 6 May 2016. To re-elect Paul Hewitt as a director of the Company. D D D To re-elect John Jackson as a director of the Company. D D D To re-elect Andrew Thomas as a director of the Company. D D D To re-elect Alan Jackson as a director of the Company. D D D To re-elect Ron Hoffman as a director of the Company. D D D To re-elect Mor Weizer as a director of the Company. D D D Special Business _________ _ 11. To authorise the directors to allot shares. D D D To authorise the directors to disapply pre-emption rights in allotting shares for cash. DD D To authorise the Company to make market purchases of its own shares. DD D INve instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Date* In the case of a corporation, this proxy must be given under its I common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Playtech pie to be held at The Sefton Hotel, Harris Promenade, Douglas, Isle of Man IM1 2RW on 18 May 2016 at 10.00 am, and at any adjourned meeting.

'For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

D Please mark here to indicate that this proxy appointment is one of multiple appointments being made. Please use a black pen. Mark with an X inside the box as shown in this example. � Vote Ordinary Business For Against Withheld 1. To receive the Company's accounts, the directors' reports and auditors' report thereon for the financial year ended 31 December 2015. DD D 2. To approve the directors' remuneration report, excluding the directors' remuneration policy, in the form set out set out on pages 58 to 72 of theD D D D D D Company's annual report and accounts for the financial year ended 31 December 2015. 3. To re-appoint BOO LLP as auditors to hold office from the conclusion of the meeting to the conclusion of the next meeting at which the D D D accounts are laid before the Company and to authorise the Directors to determine their remuneration. 4. To approve the payment of a final dividend for the year ended 31 December 2015 of 18.9 €cents per ordinary share of no par value ("Ordinary D D D Shares") payable to those shareholders on the register of members of the Company at the close of business on 6 May 2016. 5. To re-elect Paul Hewitt as a director of the Company. D D D 6. To re-elect John Jackson as a director of the Company. D D D 7. To re-elect Andrew Thomas as a director of the Company. D D D 8. To re-elect Alan Jackson as a director of the Company. D D D 9. To re-elect Ron Hoffman as a director of the Company. D D D 10. To re-elect Mor Weizer as a director of the Company. D D D Special Business _________ _ 11. To authorise the directors to allot shares. D D D 12. To authorise the directors to disapply pre-emption rights in allotting shares for cash. DD D 13. To authorise the Company to make market purchases of its own shares. DD D INve instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Signature Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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2 0 PLH

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