Evoke (LSE:EVOK) — Annual General Meeting

0:01 Good morning, ladies and gentlemen, and welcome to the eight eighty eight Holdings PLC Annual General Meeting. Throughout this meeting, attendees will be in listen only mode. Questions are encouraged and could be submitted at any time using the Q and A tab situated on the right hand corner of your screen. Please just simply type in your question and press send. The company may not be in a position to answer every question received during the meeting itself. However, company review all questions submitted today and publish responses where it is appropriate to do so. These will be available via your

0:31 Investor Meet company dashboard. I would also like to remind you that this meeting is being recorded. I'd now like to hand over to Lord John Mendelson, Chairman of eight eighty eight Group. Good morning to you, sir. Good morning to everyone, and thank you for joining us. It is now nine a. M. BST, and I'm delighted to welcome you to the twenty twenty one Annual General Meeting of eight eighty eight Holdings Public Limited Company. Due to travel and access restrictions still in force due to the COVID-nineteen outbreak, The principal location of this meeting is where I, the chairman, am located, being the office of virtual marketing services, brackets UK Limited, at 3rd Floor Clearwater House, 47 Manchester Street, London W 1 U 3 A E, with satellite locations linked by video conference to the principal meeting location at the offices of 880 Tech Holdings PLC at Suite 601 To 701 Europort Europort Road Gibraltar, and of Random Logic Limited at 85 A Medinat Hayyahudim Street, Herzliya, Israel.

1:36 The board is looking forward to being able to welcome shareholders to physically attend eight eight eight annual general meetings when circumstances once again permit. However, health concerns are paramount, and in light of the evolving COVID nineteen situation and following due consideration, shareholders have not been permitted to attend this meeting in person. I am, however, pleased to welcome shareholders who have chosen to follow the proceedings of the meeting on the online investor meat company platform. Shareholders are invited to submit over the online platform any questions in respect of the business of the meeting for the board to consider. The board will aim to respond to these questions relevant to the business of the meeting, which have been submitted in advance or during the meeting over the online platform.

2:22 Shareholders wishing to vote at the meeting have been strongly encouraged to do so by completing the form of proxy or form of direct direction as appropriate. Shareholders are not able to vote over the online platform. Before dealing with the formal business, I would like to take this opportunity to express my gratitude to my predecessor as chairman, Brian Mattingly, for his many years of outstanding and excellent service to 888 and to wish him well in his new role. I should like to introduce you to my colleagues, Ander Kirkhove, senior independent director Itay Pazna, chief executive officer Yoriv Duffner, chief financial officer Mark Sommerfeld, independent nonexecutive director, and Limor Ganot, independent nonexecutive director. Speaker Sivlin has given notice to the board that he will not offer himself reelection of the meeting in order to focus on his other commitments.

3:15 The board sincerely thanked Speaker for his excellent service to the company and commitment since his appointment and wishes him well in his future endeavors. The business of the meeting is set out in the notice of annual general meeting. And with your approval, I would like to take notice of the meeting as read. Is that agreeable? Thank you. I will now explain the procedures for dealing with today's business. During the meeting, resolutions will be proposed before they are put to the meeting. Any questions from the floor must be asked when business is on the table. The board will respond to questions also with the investor meet company platform, which are relevant to the business of the meeting at the time of the reading of the relevant resolution. Only shareholders can ask questions.

4:01 The meeting can only consider matters detailed in the notice of meeting. And in accordance with article 99 of the company's articles of association, I, as chairman, demand all resolutions put to the meeting be decided by poll, and only shareholders or their proxies may vote. And the scrutineers today will be our legal advisers, Herzog, Fox, and NEEM. In accordance with article 106 of the company's articles of association, every shareholder shall have one vote for each share of which they are the registered holder. If shares are held in joint names, then only the first name shareholder may vote. Regarding shareholders who have sent a form of proxy to the company's registrars appointing me to vote on their behalf, I will vote on each motion in the manner instructed on their forms of proxy or where the form is left blank at my discretion.

4:53 Votes cast will be verified against the register of members, and the results of each poll will be announced as soon as possible and will be published on the company's website. The necessary quorum now being present, I now declare the annual general meeting open. The first item of business is to receive the annual report and accounts 2020. I now call upon to confirm the contents of the report of the auditors to the members as set out in the annual report and accounts 2020.

5:23 Mr. Chairman, I confirm. Thank you. The report and accounts with respect to the year ended 12/31/2020 have been circulated and available to members for the statutory period, and I therefore propose as an ordinary resolution that the annual reports and accounts from period ended 12/31/2020 and the reports of the directors and auditors thereon be and are hereby received and approved. Before putting the resolution to the vote, I will address any shareholder questions on the report and accounts. There being no questions, I will now put the motion to receive the reports and accounts to the vote. Directors attending holding shares may vote on the re on the resolution. Those who are voting in favor, please indicate.

6:13 For those against, the motion is passed. We will now consider the approval of the remuneration policy other than that part containing the remuneration oh, sorry, re approval of the remuneration report other than that part containing the remuneration policy. May I remind shareholders that the remuneration report is being prepared on a voluntary basis, and I propose that as an ordinary resolution that the remuneration report, other than that part containing the remuneration policy contained in the annual report on accounts 2020 b and is hereby approved. Before putting the resolution to the vote, I will address any shareholder questions on the remuneration report. There being no further questions, I will now put the motion to approve the remuneration report other than that part containing the remuneration policy to the vote. Directors director attendees holding shares may vote on this resolution.

7:07 Those in favor? Those against? The motion is passed. We will now consider the approval of the revised remuneration policy. May I remind shareholders that the revised remuneration policy has been prepared on a voluntary basis? In addition, the vote is advisory in nature, meaning the obligations to make payments to our directors will continue to be enforceable in the event that the vote is not passed, and neither the board nor individual directors are legally bound by the remuneration policy. I propose, and as an ordinary resolution, that the revised remuneration policy contained in the annual reports and accounts 2020 be and is hereby approved. For putting the resolution to the votes, I will address any shareholder questions on the remuneration policy. There being no questions, I will now put the motion to approve the remuneration policy to the votes.

7:58 Directors director attendees holding shares may vote on this resolution. All those in favor? All those against? The motion is passed. As required by the articles of association of the company, all of the directors are retiring, and certain continuing directors are standing for election or reelection this year. These are the resolutions numbered four to nine. I propose the election or reelection of each of the directors set out in the notice of meeting, each as an ordinary resolution. That is that Anne de Coco, Mark Tomfield, and Ittai Husner recommended as directors by the board be and are hereby reelected as directors of the company, and that John Mendelson, Limor Ganot, and Yariv Duffner, recommended as directors by the board, be and are hereby elected as directors of the company.

8:48 Before putting the resolutions to the votes, I will address any shareholder questions on the election and reelection of directors. There are no questions. I now put the motions to elect and reelect the directors I set out in the notice of the meeting to the vote. Director attendees holding shares may vote on the resolution. Those votes in favor? Those against? The motion is passed. The next matter is resolution number 10, that Ernst and Young LLP and Limited Gibraltar be and are hereby reappointed as auditors for the purposes of meeting the company's statutory requirements under section two five seven of the Gibraltar Companies Act as amended and the filing of the company's financial statements in Gibraltar pursuant to section two five eight of the Gibraltar Companies Act as amended.

9:37 I propose the passing of resolution number 10 as set out in a notice of meeting as an ordinary resolution of this company. Before putting the resolution to the vote, I'll address any shareholder questions on the reappointment of the auditors. There being none, I will now put the motion to reappoint Ernst and Young, LLP, and Limited Gibraltar as the company's auditors to the vote. Director attendees holding shares may vote on the resolution. All those votes in favor? Against? The motion is passed. The next matter is resolution 11, that the audit committee is authorized to agree the remuneration of the auditors. I propose the passing of resolution number 11 as set out in the notice of meeting as an ordinary resolution of the company. Before putting the resolution to the vote, I will address any shareholder questions on the remuneration of the auditors.

10:27 There being none, I will now put the motion to authorize the audit committee to agree the remuneration of the auditors to the vote. Director attendees holding shares may vote on the resolution. Those votes in favor, those votes against. Motion is now passed. The next matter is resolution number 12, to declare a final dividend of 10.4¢ per ordinary share payable on the 05/24/2021 to those shareholders on the register of members of the company as at close of business on the 03/26/2021 in accordance with the recommendation of the directors. I propose the passing of resolution number 12 as set out in the notice of meeting as an order resolution of the company. Before bringing the resolution to the vote, I will address any shareholder questions on the payment of the final dividend. There being no questions, I now put the motion to declare the final dividend as recommended by the directors to the vote. Director attendees holding shares may vote on the resolution. Those votes in favor.

11:24 Those against, the motion is passed. The next matter is resolution number 13 to declare an additional one off dividend of 1.6¢ ordinary share payable on 05/24/2021 to those shareholders on the register of members of the company at as at close of business on 03/26/2021 in accordance with the recommendation of the directors. I propose the passing of resolution number 13 as set out in the notice of meeting as an ordinary resolution of the company. Before putting the resolution to the vote, I would address any shareholder questions on the payment of the additional one off dividend. There being no questions, I will now put the motion to declare the additional one off dividend as recommended by the directors to the vote. Director attendees holding shares may vote on the resolution. Those votes in favor?

12:12 Those against, the motion is passed. Resolution 14 is to renew the director's authority to allot relevant securities in line with UK institutional shareholder guidelines. Paragraph a one of the resolution will allow directors to allot relevant securities up to a maximum nominal amount of 618,527 spot £46, representing approximately one third, 33.33%, of the company's ordinary share capital in issue as at 03/31/2021. In accordance with the institutional guidelines issued by the Investment Association, paragraph a two of the resolution will allow directors to allot, including the relevant securities referred to in paragraph a one, further of the company shares in connection with a preemptive offer by a way of a rights issue up to a maximum nominal amount of 1,000,237, 54 spots £92, representing approximately two thirds, 66.66% of the company's ordinary share capital in issue as at 03/31/2021.

13:21 This authority would expire upon the earlier of, one, the conclusion of the next annual general meeting of the company after passing this resolution, and two, thirty June twenty twenty two. I know that the directors have no present intention of exercising this authority and that the company does not hold any shares in treasury. I propose the passing of resolution number 14 as set out in the notice of meeting as an ordinary resolution of the company. Before putting the resolution to the vote, I will address any shareholder questions on the power to issue shares. There being no questions, I will now put the motion to authorize the board to allot relevant securities that are set out in the notice of meeting to the vote. Director attendees holding shares may vote on the resolution. Those votes in favor.

14:07 Those against, the motion is passed. I will now turn to special business to be considered at the meeting. Resolution number 15 seeks to authorize the company to make market purchases of its ordinary shares subject to the conditions set out in the notice of meeting. This authority will expire upon the earlier of, one, the conclusion of the next annual general meeting of the company after passing this resolution, and two, thirtieth of June twenty twenty two, say that the company may, before such expiry, make contract to purchase shares under this authority, which is concluded in whole or in part after the expiry of this authority, and the company may purchase its ordinary shares in pursuance of any such contract as if the power conferred hereby had not expired.

14:53 I know that the directors have no present intention of exercising this authority. I propose as a special resolution, resolution number 15 as set out in the notice of meeting. Before we move the resolution to the vote, I will address any shareholder questions on the authority to buy back shares. There being no questions, I will now put the motion to authorize the company to make market purchases of its ordinary shares as set out in the notice of meeting to the vote. Directed attendees holding shares may vote on the resolution. Those votes in favor? Those against? The motion is passed. Resolution number 16 seeks to renew the general authority of the directors to allot certain equity securities with cash as if articles 19 to 26 of the company's articles association did not apply to any such allotments in line with The latest UK institutional shareholder guidelines.

15:47 This authority would expire upon earlier on, one, the conclusion of the next annual general meeting of the company after passing this resolution, and two, thirty June twenty twenty two, say that the company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry, and the board may not equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired. I note the directors have no present intention of exercising this authority. Apart from the rights issue or any other preemptive offer concerning equity securities, the authority proposed under this resolution would allow directors to issue shares for cash up to a maximum aggregate nominal amount of 92,788 spot £40, representing $18,000,550.50 557,680 ordinary shares, approximately 5% of the company's ordinary share capital in issue as at 03/31/2021 without being first required to offer such shares to its existing shareholders.

16:57 I know that the directors do not intend to issue more than 7.5% of the issued ordinary share capital of the company for cash on a non preemptive basis at any rolling three year period other than in connection with an acquisition or specified capital investment as described in the preemption group statement of principles, without prior consultation with shareholders. I propose a special resolution, resolution number 16, as set out in the notice of meeting. Before putting the resolution to the vote, I will address any shareholder questions on the power to disapply preemption rights. There being no questions, I will now put the motion to empower the board to disapply preemption rights as set out in the notice of meeting to the vote. Director attendees holding shares may vote on the resolution.

17:44 Those votes in favor, those against, the motion is passed. Resolution number 17 requests further shareholder approval by way of a separate special resolution in line with the best practice guidance by the preemption group for the directors to allot equity securities for cash without being first required to offer such securities to existing shareholders. Proposed resolution reflects the preemption group 2015 statement of principles for the disapplication of preemption rights and will expire on 06/30/2022 or at the conclusion of the next annual general meeting of the company after the passing of this resolution, whichever is the earlier. The authority granted by this resolution, if passed, will be limited to the allotment of equity securities up to an aggregate nominal amount of 92,788 spot £40, representing $18,000,557.06 57,680 ordinary shares, being approximately 5% of the issued share capital of the company as at 03/31/2021 and will only be used in connection with an acquisition or other capital investment of a kind contemplated by the statement of principles and which is announced contemporaneously with the allotment, what has taken place in the preceding six month period and is disclosed in the announcement of the allotment.

19:03 The authority granted by this resolution will be in addition to the general authority to disapply preemption rights under resolution 17. The maximum nominal value of equity securities, which could be allotted if both authorities were to be used, would be 185,576 spot £80, representing 37,115,359 ordinary shares, being approximately 10% of the issued ordinary share capital of the company as at 03/31/2021. I propose as a special resolution, resolution number 17, as set out in the notice of meeting. Before putting the resolution to the vote, I would address the shareholder questions on the additional power to dissapply preemption rights.

19:52 There being no questions, I will now put the motion to provide additional authority to the board to dissapply preemption rights as set out in the notice of meeting to the vote. Director attendees holding shares may vote on the resolution. All those votes in favor? Those against? The motion is passed. Well, ladies and gentlemen, that concludes the business of the twenty twenty one annual general meeting of your company. I therefore declare the formal meeting closed. Many thanks for your participation and for attending, and I wish you well. Anything, further, we have had no questions that I need to answer or place on the company's website. But I thank you for attending and look forward to another year of continuing success for the company. Thank you. Lord Mendelson, thank you very much, and indeed, you to the directors and other members of the board coming in from various offices from Gibraltar, Israel and in France. Could I please ask attendees not to close this session as you'll now be automatically redirected for the opportunity to provide feedback in order that the Board can better understand your views and expectations.

20:55 This will only take a few moments to complete and will be greatly valued by the company. On behalf of the Board of eight eighty eight Holdings PLC, we'd like to thank you for attending today's Annual General Meeting. That now concludes today's session. Good morning to you all.