In terms of Articles 25, 26, 27 and 28 of the Articles of Association of the Company
NOTICE IS HEREBY GIVEN that AN EXTRAORDINARY GENERAL MEETING (“EGM”) of Gambling.com Group plc or the “Company” (company number C75778, registered in Malta) will be held on Thursday 22 October, 2020 at 14.00hrs CET at Brand New Content, Grev Magnigatan 6, 114 55, Stockholm, Sweden, to consider the following Agenda.
Right to attendance and voting
- To be entitled to attend and vote at the EGM (and for the purpose of the determination by the Company of the number of votes they may cast), shareholders must be entered on the Company’s register of members by Wednesday 23 September, 2020.
- Shareholders who wish to participate in the EGM are invited to notify the Company Secretary of their intention to attend the EGM by Tuesday 20 October, 2020.
Shareholders can notify their attendance by electronic mail to: Gambling.com Group plc, elias.mar[email protected]. Notification should include the shareholder’s name, address, personal or corporate identity number, registered shareholding and information on proxies. Identification and registration shall be provided at the entry to the meeting.
Shareholders’ right to appoint a proxy
- A holder of Ordinary shares entitled to attend and vote at the EGM, is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not also be a shareholder. If the appointer of the proxy is an individual, the proxy form must be signed by the appointer or his attorney or comply with Article 51 of the Articles of Association of the Company (the “Articles”). If the appointer is a corporation, the proxy form must be signed on its behalf by an attorney or a duly authorised officer of the corporation or comply with Article 55 of the Articles.
- If participation is by proxy, the proxy form and, in the case that the issuer of the proxy is a legal entity, a witnessed registration certificate or other documentation in original form proving the authorization of the company signatory, must be sent in advance to the Company or presented on entering the Extraordinary General Meeting.
- Where appointment of a proxy is signed on behalf of the appointer by an attorney, the power of attorney or a copy thereof certified notarially or in some other way approved by the Board of Directors must (failing previous registration with the Company) be submitted to the Company, failing which the appointment may be treated as invalid.
- The original signed proxy form must be received at the registered office of the Company not less than 48 hours before the time appointed for the holding of the meeting or adjourned meeting and in default shall not be treated as valid. It is therefore recommended that all proxy forms are sent as soon as possible and in any event by not later than Tuesday 20 October, 2020, by post or courier to Gambling.com Group plc, c/o 85 St John Street, Valletta VLT1165, Malta, tel. +356 2776 1025 or by electronic mail to: Gambling.com Group plc, [email protected].
Proxy forms are available on the Company website: www.gambling.com/corporate/governance under the Extraordinary General Meeting 22 October 2020 section.
- Opening of the Meeting
- Election of Chairman of the Meeting
- Drawing up and approval of the voting list
- Approval of the Agenda
- Determination that the Meeting has been duly convened
- To re-determine the Board members’ fees for 2020. (Resolution a)
- To receive the Gambling.com Group plc 2020 Stock Incentive Plan, and hence for the purpose of its implementation, to resolve:
Special Business (Ordinary Resolution)
Special Business (Extraordinary Resolution)
THAT the Directors be and are hereby duly authorised and empowered in accordance with Articles 85(4) and 88(7) of the Companies Act (Cap.386 of the Laws of Malta) and Articles 8.1 and 8.2 of the Articles, with immediate effect and for a period of 5 years from the date of this resolution, to issue options, warrants and other instruments, to be allotted with Ordinary shares in the Company having a nominal value of €0.002 up to the maximum value of the authorised share capital of the Company, as may from time to time be approved by the Directors for the purpose of issuing such shares to holders (if any) or future holders of said instruments under the Gambling.com Group plc 2020 Stock Incentive Plan, without first offering the said options, warrants and other instruments, and the shares subject thereto, to existing members of the Company, but in any case shall only issue said instruments up to the equivalent of 20% of the issued Ordinary Shares of the Company on a rolling 12-month basis. This resolution is being taken in terms of and for the purposes of the approvals necessary in the Companies Act and the Articles of Association of the Company. (Resolution b).
Information about proposals related to Agenda items
Note 1 - Agenda item 6 (Resolution a)
The following changes to the Directors’ Remuneration approved at the June 2020 AGM, are being put to the approval of the meeting:
It is being proposed that a total fee of €135,000 shall be paid in 2020 to the board members appointed by today’s meeting. The Directors have determined in terms of Articles 58 and 59 of the Articles that the annual amount of the ordinary remuneration of a Director shall be €25,000 and of the Chairman of the Board shall be €30,000. The annual extra remuneration payable to each member of the Audit Committee and the Remuneration Committee shall be €5,000, and of the Chairman of each Committee shall be €10,000. Charles Gillespie and Gregg Michaelson shall not receive remuneration as Directors or Committee members.
Note 2 – Agenda item 7 (Resolution b)
The Board proposes the establishment of a Stock Incentive Plan. The purpose of this 2020 Stock Incentive Plan is to advance the interests of the Company’s shareholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and incentives that are intended to align their interests with those of the Company’s shareholders. The Stock Incentive Plan is available on the Company website www.gambling.com/corporate/governance.
By order of the board,
at Registered Office: 85, St. John Street, Valletta VLT1165, Malta
Malta, October 2020
About Gambling.com Group Plc
Gambling.com Group Plc is a multi-award-winning provider of digital marketing services for the global online gambling industry. Founded in 2006, the Group has a workforce of more than 100 and operates from offices in Dublin, Charlotte, Tampa and Malta. The Group publishes information portals that offer comparisons and reviews of regulated online gambling websites around the world. Players use these resources to select which online gambling operators they should trust to offer a safe and honest online gambling experience. The Group’s publishing assets include the leading gambling industry portal, Gambling.com® as well as Bookies.com and the CasinoSource℠ series of portals, among many others.