Results of AGM 13 May 2024
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888 (LSE: 888), announces that at its Annual General Meeting (AGM), held today, 13 May 2024, ordinary resolutions numbers 1 to 14 and special resolutions 15 and 18 as set out in the Notice of Annual General Meeting dated 18 April 2024, were duly passed by shareholders by means of a poll vote. Special resolutions numbers 16 and 17 did not meet the required 75% threshold and therefore were not approved.
| Ordinary Resolutions | For | % of Total Votes Cast | Against | % of Total Votes Cast | Vote withheld |
|---|---|---|---|---|---|
| 1. To receive the Annual Report & Accounts 2023 | 284,480,907 | 99.80 | 569,547 | 0.20 | 216,207 |
| 2. To approve the Directors' Remuneration Report (other than that part containing the Remuneration Policy) | 252,016,753 | 88.35 | 33,216,128 | 11.65 | 33,780 |
| 3. To approve the Remuneration Policy | 257,502,248 | 90.28 | 27,730,633 | 9.72 | 33,780 |
| 4. To re-elect Jon Mendelsohn as a Director | 263,920,582 | 92.53 | 21,312,517 | 7.47 | 33,562 |
| 5. To re-elect Anne de Kerckhove as a Director | 265,000,744 | 92.91 | 20,232,356 | 7.09 | 33,561 |
| 6. To re-elect Mark Summerfield as a Director | 266,790,009 | 93.53 | 18,443,091 | 6.47 | 33,561 |
| 7. To re-elect Limor Ganot as a Director | 265,512,205 | 93.09 | 19,720,895 | 6.91 | 33,561 |
| 8. To re-elect Andrea Gisle Joosen as a Director | 266,415,553 | 93.40 | 18,817,547 | 6.60 | 33,561 |
| 9. To re-elect Ori Shaked as a Director | 263,916,291 | 92.52 | 21,325,884 | 7.48 | 24,486 |
| 10. To elect Per Widerström as a Director | 265,622,625 | 93.12 | 19,613,964 | 6.88 | 30,072 |
| 11. To elect Sean Wilkins as a Director | 265,591,002 | 93.11 | 19,642,098 | 6.89 | 33,561 |
| 12. To re-appoint Ernst and Young LLP and EY Limited, Gibraltar, as the Company's Auditors | 284,672,318 | 99.80 | 569,858 | 0.20 | 24,485 |
| 13. To authorise the Audit Committee to agree the remuneration of the Auditors | 266,814,524 | 93.54 | 18,418,576 | 6.46 | 33,561 |
| 14. To renew the Directors' authority to issue shares, as set out in the Notice of Meeting | 247,062,324 | 86.62 | 38,165,188 | 13.38 | 39,149 |
| Special Resolutions | |||||
| 15. To authorise the Directors to make market purchases of the Company's ordinary shares, as set out in the Notice of Meeting | 284,637,027 | 99.80 | 568,624 | 0.20 | 61,010 |
| 16. 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 | 204,284,967 | 71.62 | 80,947,877 | 28.38 | 33,817 |
| 17. 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 | 204,286,762 | 71.62 | 80,949,571 | 28.38 | 30,328 |
| 18. To change the Company's name to evoke plc and update the Memorandum and Articles of Association. | 284,646,548 | 99.79 | 595,372 | 0.21 | 24,741 |
Resolution numbers 16 and 17
The Board of 888 notes that over 25% of votes cast were cast against the Board's recommendation for resolutions 16 and 17. These are both Special Resolutions and have therefore not been approved by shareholders. The Board takes the outcome of shareholder votes extremely seriously and will engage with shareholders and shareholder advisory bodies to ensure their feedback continues to inform the Company's approach to governance. In accordance with the UK Corporate Governance Code, the Company will publish a further statement detailing the outcome of its shareholder engagement in relation to these resolutions, including any actions taken as a result, within six months of the 2024 AGM.
Resolution 18
Following approval of resolution 18, the Company will formally change its name to evoke plc and will begin trading as LSE:EVOK upon completion.
NOTES:
1 Votes "For" and "Against" are expressed as a percentage of votes received. The "For" votes include those giving the Chair discretion.
2 The total number of ordinary shares in issue on Monday 13 May 2024 was 449,397,918.
4 The total number of votes cast at the AGM (i.e. For, Against and Withheld) was 285,266,661, ordinary shares representing a 63% turnout.
A copy of the resolutions passed will shortly be submitted to the UK's National Storage Mechanism for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
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