Plus500 Ltd. — AGM Information 2020

Sep 16, 2020

In accordance with Listing Rule 9.6.2, the following are the resolutions that do not constitute ordinary business that were passed at the annual general meeting of Plus500 Ltd. on 16 September 2020.

9 To authorise the directors pursuant to Article 10(c) of the Company's Articles of Association to allot and issue up to 5,298,958 Ordinary Shares (representing just under 5 per cent. of the Company's issued share capital (excluding shares held in treasury)) for cash as if Article 10(b) of the Articles of Association did not apply to such allotment.

– The authority conferred by this Resolution shall expire at the conclusion of the annual general meeting of the Company to be held in 2021 or, if earlier, at the close of business on 16 December 2021, unless such authority is renewed prior to this time. Under the authority conferred by this Resolution the directors may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted or rights to subscribe for, or convert any security into, shares to be granted after the authority expires and the directors may allot shares or grant rights to subscribe for, or convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the relevant authority conferred in this Resolution had not expired.

10 To authorise the directors pursuant to Article 10(c) of the Company's Articles of Association to allot and issue up to 5,298,958 Ordinary Shares (representing just under 5 per cent. of the Company's issued share capital (excluding shares held in treasury)) for cash as if Article 10(b) of the Articles of Association did not apply to such allotment and issue, such authority to be limited to the allotment of equity securities or sale of treasury shares, to be used only for the purposes of: (i) financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other 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; or (ii) reducing any debt service costs the Company may incur in the future.

– The authority conferred by this Resolution shall expire at the conclusion of the annual general meeting of the Company to be held in 2021 or, if earlier, at the close of business on 16 December 2021, unless such authority is renewed prior to this time. Under the authority conferred by this Resolution the directors may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted or rights to subscribe for, or convert any security into, shares to be granted after the authority expires and the directors may allot shares or grant rights to subscribe for, or convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the relevant authority conferred in this Resolution had not expired.

• 11 To authorise the Company to make purchases of up to 10,597,917 Ordinary Shares (representing just under 10 per cent. of the Company's issued share capital (excluding shares held in treasury)) for cash, provided that:
• (a) the minimum price which may be paid for an Ordinary Share is NIS 0.01, such minimum price being exclusive of any expenses;
• (b) the maximum price which may be paid for an Ordinary Share is the higher of: (i) an amount equal to 105 per cent. of the average of the market value

for an Ordinary Share as derived from the London Stock Exchange plc Daily Official List for the five business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an Ordinary share and the highest current independent bid for an Ordinary Share on the London Stock Exchange at the time the purchase is carried out, such maximum price being exclusive of any expenses; and

(c) this authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2021 or, if earlier, at the close of business on 16 December 2021, unless such authority is renewed prior to this time.

– Under the authority conferred by this Resolution, the Company may before the authority expires make an offer or enter into an agreement to purchase Ordinary Shares under this authority which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of Ordinary shares in pursuance of such an offer or agreement as if the power conferred in this Resolution had not expired.

• 12 To amend Article 41 of the Company's Articles of Association to increase the maximum size of the Company's Board of Directors from seven directors to eight directors
• 13 As required by Israeli law, to amend the Company's Remuneration Policy for Directors and Executives to incorporate clawback and malus provisions.
• 14 To approve the fees payable to Anne Grim for her services as a Non-Executive Director of £65,000 gross per annum (which amount shall increase in the future to £75,000 gross per annum in the event she is appointed at a later date to chair a committee of the Board).
• 15 To approve an increase to the fees payable to Steven Baldwin for his services as a Non-Executive Director from £65,000 gross per annum to £75,000 gross per annum effective 1 September 2020.
• 16 To approve an increase to the fees payable to Daniel King for his services as a Non-Executive Director from £65,000 gross per annum to £75,000 gross per annum effective 1 September 2020.
• 18 To approve an increase to the annual salary of David Zruia, the Company's new Executive Director and Chief Executive Officer, from NIS 1,100,000 (approx. USD 318,000) per annum to NIS 1,520,000 (approx. USD 439,000) per annum, effective 20 April 2020.
• 19 To approve the grant to David Zruia, the Company's new Executive Director and Chief Executive Officer of a restricted share unit (RSU) award under an Israeli compliant incentive program in lieu of a similar LTIP award previously granted to Mr Zruia in his prior role as Chief Operating Officer, with an aggregate value of up to NIS 800,000 (approx. USD 231,000), subject to the terms set forth in the explanatory notes.