Playtech PLC — Proxy Solicitation & Information Statement 2023

May 26, 2023

---

author: "Brian Moore"
date: 2023-05-26 14:43:00+00:00
processor: python-docx+mammoth
status: success

---

PLAYTECH PLC

Annual General Meeting held on Wednesday 24th May 2023

Special resolutions

To consider and, if thought fit, pass the following resolutions, which will be proposed as special resolutions:

1. THAT, subject to and conditional on the passing of resolution 13, the Directors of the Company be authorised to allot equity securities (as defined in the Articles) for cash pursuant to the authority conferred by resolution 13 and/or to sell ordinary shares held by the Company as treasury shares for cash, in each case free from the restriction in article 6.1 of the Articles, provided that such authority is limited to:

(a) the allotments made in connection with a pre-emptive offer (as defined in resolution 13); and

(b) the allotment of equity securities or sale of treasury shares for cash (otherwise than under paragraph (a) of this resolution) up to an aggregate number of 30,929,424 ordinary shares (representing approximately 10% of the Company’s issued ordinary shares (excluding treasury shares)),

such authority to expire at the end of the next annual general meeting of the Company or, if earlier, at the close of business on the date which is 15 months after the date of the passing of this resolution (unless previously renewed, varied or revoked by the Company) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors of the Company may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

1. THAT, subject to and conditional on the passing of resolution 13, the Directors of the Company be authorised in addition to any authority granted under resolution 14 to allot equity securities (as defined in the Articles) for cash under the authority conferred by resolution 13 and/ or to sell ordinary shares held by the Company as treasury shares for cash, in each case free from the restriction in article 6.1 of the Articles, provided that such power is limited to the allotment of equity securities or sale of treasury shares up to an aggregate number of 30,929,424 ordinary shares (representing approximately 10% of the Company’s issued ordinary shares (excluding treasury shares)), such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice of Annual General Meeting, such authority to expire at the end of the next annual general meeting of the Company or, if earlier, at the close of business on the date which is 15 months after the date of the passing of this resolution (unless previously renewed, varied or revoked by the Company) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors of the Company may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

2. THAT, pursuant to and for the purposes of article 15.1(b)(iii) of the Articles, the Company generally and unconditionally be authorised to make market purchases (within the meaning of section 693(4) of the UK Companies Act 2006) of ordinary shares on such terms as the Directors think fit, provided that:

(a) the maximum aggregate number of ordinary shares that may be purchased is 30,929,424 (representing just under 10% of the Company’s issued ordinary shares (excluding treasury shares));

(b) the minimum price (excluding expenses) which may be paid for each ordinary share is £0.01;

(c) the maximum price (excluding expenses) which may be paid for each ordinary share is the higher of:

(i) 105% of the average market quotation for an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days prior to the day the purchase is made; and

(ii) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the trading venue on which the purchase is carried out; and

(d) the authority conferred by this resolution shall expire (unless previously renewed, varied or revoked by the Company) at the end of the next annual general meeting of the Company or, if earlier, at the close of business on the date which is 15 months after the date of the passing of this resolution, save that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority.