Result of AGM

RNS Number : 5059N

888 Holdings plc

20 May 2020

 

888 Holdings Public Limited Company announces that at its Annual General Meeting held in London on 20 May 2020 all resolutions were passed on a poll by shareholders. The results of the poll votes are as follows. The number of ordinary shares of GBP£0.005 in issue at the date of the AGM was 368,735,714.

Resolution	For	% of Total Votes Cast	Against	% of Total Votes Cast	Vote withheld
1   To receive the Annual Report & Accounts 2019	235,660,970	99.92%	178,334	0.08%	355,966
2   To approve the Directors' Remuneration Report (other than that part containing the Remuneration Policy)	235,697,073	99.79%	492,426	0.21%	5,771
3  To re-elect Brian Mattingley as a Director	220,493,708	93.35%	15,695,791	6.65%	5,771
4  To re-elect Itai Pazner as a Director	235,601,918	99.75%	587,581	0.25%	5,771
5  To re-elect Aviad Kobrine as a Director	235,601,951	99.75%	587,548	0.25%	5,771
6  To elect Mark Summerfield as a Director	235,783,842	99.83%	405,657	0.17%	5,771
7  To re-elect Zvika Zivlin as a Director	235,468,861	99.69%	720,638	0.31%	5,771
8  To re-elect Anne de Kerckhove as a Director	234,009,479	99.08%	2,180,020	0.92%	5,771
9  To re-appoint Ernst and Young LLP and EY Limited, Gibraltar, as the Company's Auditors	236,183,197	100.00%	1,599	0.00%	10,474
10 To authorise the Audit Committee to agree the remuneration of the Auditors	236,182,364	100.00%	7,102	0.00%	5,804
11 To declare a final dividend of 3.0 cents per ordinary share payable on 22 May 2020 to those shareholders on the register of members of the Company at close of business on 24 April 2020	236,189,499	100.00%	0	0.00%	5,771
12 To renew the Directors' authority to issue shares, as set out in the Notice of Meeting	234,891,837	99.45%	1,296,662	0.55%	6,771
13 To authorize the Company to make market purchases of its ordinary shares, as set out in the Notice of Meeting	235,817,996	99.86%	336,222	0.14%	41,052
14 To renew the Directors' authority to allot equity securities for cash without first offering them to shareholders, as set out in the Notice of Meeting	236,166,955	99.99%	21,544	0.01%	6,771
15 To renew the Directors' authority to allot equity securities for cash in connection with an eligible acquisition or specified capital investment without first offering them to shareholders, as set out in the Notice of Meeting	236,172,996	99.99%	15,503	0.01%	6,771
16 To amend the Company's Memorandum & Articles of Association in order to allow general meetings to be held electronically	182,294,592	77.23%	53,749,200	22.77%	151,478

Statement regarding AGM Resolution 16: Amendment to Memorandum & Articles of Association of 888 Holdings plc to allow for electronic or hybrid electronic/physical General Meetings in exceptional circumstances

The Board recognises the significant percentage of votes cast against this resolution.  The Company notes that it had engaged with major shareholders regarding Resolution 16, culminating in its statement issued by RNS on 15 May 2020 and published on its corporate website pursuant to which the Board intends to use the authority to hold virtual meetings only in exceptional circumstances.  In the coming months, the Company will engage with major shareholders on the concerns raised on this resolution, and in accordance with the UK Corporate Governance Code, we will publish an update on that engagement within six months of the AGM.

Statement regarding appointment of additional Non-executive Directors

In the 888 Holdings plc 2019 Annual Report & Accounts, the Board undertook to provide an update by the Annual General Meeting regarding appointment of additional Non-executive Directors. The Board wishes to clarify that whilst the Nominations Committee has made good progress in identifying potential candidates, the current COVID-19 outbreak has caused some delay to the overall process and timetable. However, the Board is committed to seeking additional Non-executive Directors as well as succession planning for a new Chairman and appointment of a Senior Independent Director. Further updates will follow as and when appropriate.

 

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