Notice of the 2022 Annual General Meeting of shareholders of Angler Gaming PLC
The shareholders of Angler Gaming PLC (the ‘Company’) are hereby invited to the Annual General Meeting of shareholders to be held on 17th June 2022 at 13:00 CEST at Level 5, Quantum House, 75 Abate Rigord Street, Ta’ Xbiex XBX 1120, Malta.
Notice of Attendance
Shareholders who wish to attend and/or vote at the Annual General Meeting (the ‘AGM’) must:
I. be entered in the register of shareholders maintained by Euroclear Sweden AB on 10th June 2022 (the record date); and
II. notify the Company of their intention to participate at the AGM no later than by 12:00 CEST on 15th June 2022.
Notice of participation at the meeting shall be made in writing to the Company by sending an email to [email protected]. When providing a notice of participation, the shareholders must state their full name, personal identification number (social security number or passport number) or company registration number, nationality or country of incorporation, address, telephone number and number of shares held.
Shareholders, their authorized representatives or proxies (as may be applicable) attending the AGM in person must present their personal identification document to be allowed to attend and vote at the meeting.
APPOINTING A PROXY AND PROXY FORMS
Shareholders entitled to attend and vote at the AGM are entitled to appoint a proxy to attend and vote on their behalf and may provide voting instruction to their proxy. Shareholders wishing to appoint a proxy must, in addition to being entered into the register of shareholders and notifying the Company as outlined in the previous section, submit a duly filled in and signed proxy form by: (a) scanning and sending the filled-in and signed proxy form to [email protected]; and (b) sending a signed proxy form by post to the Company to Level 5, Quantum House, 75 Abate Rigord Street, Ta’Xbiex XBX 1120, Malta. Proxy forms must be received by the Company not later than by 12:00 CEST on 15th June 2022. A proxy does not need to be a shareholder of the Company. Shareholders may appoint the chairperson of the AGM as their proxy and provide voting instructions to the chairperson. The proxy forms are available on the Company’s website (https://www.anglergaming.com/general-meetings-3/).
Shareholders who are corporate entities must, in addition to being entered into the register of shareholders and notifying the Company as outlined in this notice, submit a duly signed board resolution, power of attorney or similar document evidencing the representative’s authority to represent the shareholder and/or sign the proxy form by (a) scanning and sending the relevant document to [email protected]; and (b) by post to the Company to Level 5, Quantum House, 75 Abate Rigord Street, Ta’Xbiex XBX 1120, Malta. Such document evidencing the signatory right of the officer signing the proxy form or attending the AGM (as may be applicable), must be received by the Company in good time, an in any event no later than by 12:00 CEST on 15th June 2022.
SHAREHOLDERS WITH NOMINEE-REGISTERED SHARES
Shareholders who hold their shares through nominees (Sw. fövaltare) must request a temporary registration of the shares in their own name with Euroclear Sweden AB to participate at the AGM. As such temporary registration must be completed by 10th June 2022 (the record date), the shareholders with nominee-registered shares should request their bank, broker or other nominee to have the shares temporarily owner-registered with Euroclear Sweden AB well in advance of the record date. This procedure may also apply with respect to shares held on a bank’s shareholder deposit account and certain investment savings accounts.
IMPORTANT INFORMATION IN RELATION TO COVID-19
Having considered the travel limitations and certain rules with respect to COVID-19 may still persist, the Board has decided to hold the AGM in Malta. The Board suggests to the shareholders to consider casting their votes in respect of the resolutions proposed to the AGM by voting via proxy, without attending the AGM in person. Shareholders are encouraged to use their right to appoint the chairperson of the AGM as their proxy to attend the meeting and vote on their behalf. Proxy form and voting instructions may be found on the Company’s website (https://www.anglergaming.com/general-meetings-3/). The results of the voting on the resolutions will be published on the Company’s website as soon as practically possible after the AGM.
Given the large shareholder base of the Company in Sweden and internationally, the Company
will endeavour to livestream the upcoming AGM and allow shareholders to follow the business of the AGM remotely from their location of choice, although this will not constitute formal attendance at the meeting. If the AGM is livestreamed, further details will be announced and made available on the Company’s website in due course. The Company welcomes questions by shareholders related to the business of the AGM, which can be submitted at [email protected] before 12:00 CEST on 15th June 2022. The Board will endeavour to answer these questions during the meeting.
The articles of association of the Company presently do not allow “hybrid” general meetings, whereby shareholders may formally participate electronically in the AGM in conjunction with a physical meeting. Presently, shareholders must be present in person or by proxy to be able to vote and to be counted in quorum at the general meetings.
There will be no social gatherings surrounding the meeting and no food will be served before or during the meeting. Shareholders who are sick or vulnerable should not participate in person at the AGM but can vote via proxy.
1. Opening of the annual general meeting
2. Confirmation of a chairperson of the annual general meeting
3. Preparation and approval of the register of shareholders entitled to vote at the annual general meeting (voting list)
4. Determination of whether the annual general meeting has been duly convened
5. Approval of the agenda
6. Election of one or two person(s) to check the minutes
7. Statement by the Chief Executive Officer
8. Presentation of the Company’s Annual Report and Auditor’s Report, the Group Annual Report and the Group Auditor’s Report
9. Resolution to approve the Annual Report and Auditor’s Report of the Company and the Group, including the Income Statement and the Balance Sheet
10. Resolution to approve distribution of dividends by the Company to the shareholders in accordance with the approved Balance Sheet
11. Determination of the number of members of the Board of Directors and election of members to the Board of Directors, Chairperson of the Board of Directors and appointment of auditor
12. Determination of the fees to be paid to the members of the Board of Directors and the auditor
13. Closing of the Meeting
Malta, May 2022
Board of Directors, Angler Gaming plc