Xlmedia Regulatory News (XLM)

11 June 2020

XLMedia PLC

("XLMedia" or the "Company" or the "Group")

Notice of Extraordinary General Meeting

Today XLMedia (AIM: XLM), a global digital performance publisher, gives notice of an Extraordinary General Meeting of the Company ("EGM"), to be held at 10:00 AM (UK time) on 2 July 2020 at 6 Agias Marinas Street, Germasogia, Limassol, Cyprus 4044.

The purpose of the meeting will be to seek Shareholder's approval to the adoption of the XLMedia 2020 Global Share Incentive Plan following feedback from certain Shareholders. The principal terms of the plan, which are summarised in the Appendix to the notice, have been designed to comply with the relevant corporate governance guidelines and current best practice.

COVID-19 Measures

It is noted that the measures to restrict travel and public gatherings currently in force include a prohibition against public gatherings (the Movement Restrictions). In compliance with the Movement Restrictions, the EGM will be restricted to two attendees (including the chairman of the meeting), both of whom will be Shareholders or a proxy for a Shareholder or Shareholders for the purposes of forming a quorum.

The chairman of the meeting has the power in law and under the Company's articles of association to secure the safety of the people attending the EGM. Therefore, any Shareholder who seeks to attend the EGM may be refused entry and the chairman of the meeting may adjourn the meeting because the attendance of any additional Shareholder above the number necessary to form a quorum.

Please note that the EGM will be restricted to its formal business only. Therefore, there will be no corporate presentation, Q&A or refreshments. Shareholders are invited to submit to the Board or the Company Secretary any questions they would otherwise have asked at the EGM through a facility on our website (https://www.xlmedia.com/ contact/). Such questions will be considered by the Board. The Company will respond to any relevant questions that are received, and may also, if the Board so determines, and subject to any regulatory restrictions, publish on our website a summary of responses to questions received.

We will continue to monitor the fast-changing government guidance and provide any appropriate updates via the Regulatory News Service and our website (https://www.xlmedia.com/investor-relations/rns-news-alerts/).

Voting at the EGM

Shareholders are strongly encouraged to exercise their vote on the matters of business at the EGM by submitting a proxy appointment and giving voting instructions. At the EGM, the sole resolution to be considered will be put to vote on a poll, rather than a show of hands. This will result in a more accurate reflection of the views of Shareholders and ensure that your proxy votes are recognised.

Further details relating to voting by proxy are set out in the notes to the Notice of EGM.

The Notice of the EGM has been posted to shareholders and made available on the company's website:

https://www.xlmedia.com/investor-relations/ 

For further information, please contact: