Last checked at 20 May 2020 12:05
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 cashwithout 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 cashin 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.