Evoke (LSE:EVOK) — Annual General Meeting

0:00 Good afternoon, ladies and gentlemen, and welcome to the eight eighty eight Holdings PLC Annual General Meeting. Throughout this recorded meeting, attendees online 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. Just please simply type in your question at any time and press send. The company may not be in a position to answer every question submitted today. However, the company review your questions with responses published on the Investor Meet company platform where it's appropriate to do so. I'd now like to hand over to Chairman, Lord John

0:30 Mendelson. Good afternoon, sir. Thank you. Good afternoon, ladies and gentlemen. It is now 12PM British Summer Time, and I'm delighted to welcome you to the twenty twenty two annual general meeting of eight eighty eight Holdings Public Limited Company. I'm also pleased to welcome shareholders who have chosen to follow the proceedings of the meeting over the investor meet company platform. Shareholders, as said, are invited to submit any questions in respect to the business of the meeting for the board to consider over the online platform. The board will aim to respond to questions relevant to the business of the meeting, which have been submitted in advance or during the meeting over the online platform. Shareholders not able to attend in person and wishing to vote at the meeting have been strongly encouraged to do so by completing a form of proxy or a form of direction as appropriate, and shareholders will not be able to vote over the online platform.

1:25 I'd like to introduce you today to my colleagues who join me at this meeting. Andrew Kirkov, senior independent director Ittai Pazna, our chief executive officer Yariv Dafna, our chief financial officer Mark Summerfield, an independent nonexecutive director and Limor Ganott, an independent nonexecutive director. The business of the meeting is set out in the notice of annual general meeting. And with your approval, I would like to take note and take notice of the meeting as read. Is that agreeable? I will check if there are any objections. It seems not. I will continue to proceed. Thank you. I will now explain the procedures for dealing with today's business. Business. During the meeting, resolutions will be proposed before they are put to the meeting.

2:11 Any questions from the floor must be asked when the business is on the table, and the board will respond to questions asked over the investor meet company platform and which are relevant to the business of the meeting at the time of reading of the relevant resolution. Only shareholders can ask questions. The meeting can only consider matters detailed in the notice of meeting. And in accordance with article one zero two of the company's articles association, I, as chairman, will enforce that all resolutions put to the meeting will be decided by poll. Only shareholders or their proxies may vote, and the scrutineers today will be the company secretary, Elizabeth Bisbee.

2:52 In accordance with article one zero nine 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 named shareholder may vote. Regarding shareholders who have sent a form of proxy to the company's registrars, appointing me to vote on their behalf, will vote on each motion in the manner instructed on their form as a proxy or where the form was left blank at my discretion. 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 being present, I will now declare the annual general meeting open.

3:42 Report on accounts 2021. The first item of business is to receive the annual reports and accounts 2021. I now call upon Angelique Linares on behalf of E and Y to confirm the contents of the reports of the auditors to the members as set out in the annual report and accounts 2021.

4:05 I confirm. Thank you. The reports and accounts in respect of the year ended 12/31/2021 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 for the period ended 12/31/2021 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 reports and accounts. Are there any questions?

4:43 I can see no questions. I will there being no questions, I will now put the motion to receive the reports and accounts to the vote. Many thanks. We will now move to 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 as an ordinary resolution, quote, that the remuneration report other than that part containing the remuneration policy contained in the annual report and accounts be and is hereby approved. Before putting the resolution to the vote, I will address any shareholder questions on the remuneration policy. Are there any questions?

5:27 There being no further questions, I will now put the motion to approve the remuneration report other than that part contained in the remuneration policy to the vote. Thank you. Election and reelection of directors. As required by the articles of association of the company, all the directors are retiring and standing for reelection this year. There are resolutions not these are the resolutions numbered three through to eight. I propose the reelection of each of the directors set out in the notice of meeting, each as an ordinary resolution. And that is that I, John Mendelson, Andy Kirkhove, Mark Summerfield, Lim Organov, Ittai Pusner, and Reeve Duffner, recommended as directors by the board be and are hereby reelected as directors of the company.

6:15 Before putting the resolutions to the vote, I will address any shareholder questions on the reelection of directors. Thank you. There being no questions, I will now put the motions to reelect the directors as set out in the notice of meeting to the vote. Many thanks. Reappointment of auditors, the next matter being resolution number nine, which is that Ernst and Young LLP and E and Y Ltd Gibraltar be and are hereby reappointed as auditors for the purposes of the meeting meeting the company's statutory requirements under section two fifty 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.

7:05 I propose the passing of resolution number nine as set out in the notice of meeting as an ordinary resolution of the company. And before putting the questions to the vote, I will address any shareholder questions on the reappointment of the auditors.

7:22 There being no further questions, I will now put the motion to reappoint Ernst and Young LLP and Limited Gibraltar as the company's order auditors to the vote. Thank you. The next matter is resolution number 10. The audit committee is authorized to agree the remuneration of the auditors. I propose the passing of resolution number 10 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 on the remuneration of the auditors. There being no further questions, I will now put the motion to authorize the audit committee to agree the remuneration of the auditors to the vote.

8:09 Thank you. We will now move to resolution 11, power to issue shares, it's to renew the director's authority allot relevant securities in line with UK institutional shareholder guidelines. Paragraph a one of the resolution will allow the directors to allot relevant securities up to a maximum nominal amount of £743,775 spot 12, representing approximately one third, 33.33%, of the company's ordinary share capital in issue as at 04/30/2022. In accordance with 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, of further of the company's shares in connection with the preemptive offer by way of way by way of a rights issue to a maximum nominal amount of £1,487,550 spot 25, representing approximately two thirds of the company's ordinary share capital in issue as at 04/30/2022.

9:19 The 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 three. I note 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 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 power to issue shares. There being no further questions, I will now put the motion to authorize the board to allot relevant securities as set out in the notice of meeting to the vote.

10:06 Thank you. Resolution 12 is to provide authority to the directors to introduce a save as you earn options plan for UK based employees of the eight eight eight group. The principal terms of the proposed SAYE plan are described in appendix one to the notice of general general meeting, and a copy of the plan rules have been available for inspection. I propose the passing of resolution number 12 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 SAYE options plan. There being no further questions, I will now put the motion to authorize the directors to introduce an SAYE options plan to the vote.

10:59 Thank you. I will now turn to special business to be considered at the meeting. Resolution number 13 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 three, say that the company may before such expiry make a 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 pursuant of any such contract as if the power conferred hereby had not expired.

11:46 I note that the directors have no present intention of exercising this authority. I propose a special resolution, resolution number 13, as set out in the notice of meeting. Before putting the resolutions to the vote, I will address any shareholder questions on the authority to buy back shares. There being no further questions, I will now put to the to the vote the motion to authorize the company to make market purchases of its ordinary shares as set out in the notice of meeting. Thank you. Resolution number 14 seeks to renew the general authority of the directors to allot certain equity securities for cash as if articles 19 to 26 of the company's articles of association did not apply to any such allotments, in line with the latest UK institutional shareholder guidelines.

12:41 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 three, save that the company made before such expiry make an offer or agreement would or might require equity securities to be allotted after such expiry, and the board may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired. I note that the directors have no present intention of exercising this authority. Apart from rights issues or other preemptive offer concerning equity securities, The authority proposed on this resolution would allow the directors to issue shares for cash up to a maximum aggregate nominal amount of a £111,566 spot 26, representing 22,313,252 ordinary shares, which is approximately 5% of the company's ordinary share capital issue as at 04/30/2022 without first being required to offer such shares to existing shareholders.

13:59 I note that the directors do do not intend to issue more than 7.5% of the issued ordinary share capital of the company for cash on a preemptive basis of 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. So I propose a special resolution, resolution number 14, 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.

14:38 There being no further 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. Thank you. Resolution number fifteen requests further shareholder approval by way of separate special resolution in line with the best practice guidance issued by the preemption group for the directors to allot equity securities for cash without first being required to offer such securities to existing shareholders. The proposed resolution reflects the preemption group's 2,015 statement of principles for the disapplication of preemption rights and will expire on 06/30/2023 or at the conclusion of the next annual general meeting of the company after the passing of this resolution, whichever is the earlier.

15:28 The authority granted by this resolution, if passed, will be limited to the allotment of equity securities up to an aggregate nominal amount of £111,566 spot 26, representing 22,313,252 ordinary shares being approximately 5% of the issued share capital of the company as at 04/30/2022 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 or has taken place in the preceding six month period and is disclosed in the announcement of the allotment. The authority granted by this resolution would be in addition to the general authority to disapply preemption rights under resolution 14.

16:19 The maximum nominal nominal value of equity securities, which could be allotted if both authorities were used, would be £223,132.52, representing 44,626,504 ordinary shares, being approximately 10% of the issued ordinary share capital of the company as at 04/30/2022. I propose as a special resolution, resolution number 15, as set out in the notice of meeting. Before putting the resolution to the vote, I will address any shareholder questions on the additional power to disapply preemption rights.

17:01 There being no further questions, I will now put the motion to provide additional authority to the board to disupply preemption rights as set out in the notice of meeting to the vote. Thank you. Ladies and gentlemen, that concludes the business of the twenty twenty two annual general meeting of your company. I therefore declare the formal meeting closed. The results of each poll will be announced as soon as possible and will be published on the company's website. Thank you for your continuing support for the company. Thank you. That's great. Thank you very much indeed. Could I please ask attendees not to close this session as we'll now automatically redirect you to provide your feedback so the company can better understand your views and expectations? Expectations.

17:46 This one will take a few moments to complete, but I'm sure 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. May I wish you all a very good afternoon.