Notice of Annual General Meeting

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or about what action to take, you are recommended immediately to seek your own professional advice from your stockbroker, solicitor, accountant or other financial adviser duly authorised under the Financial Services and Markets Act 2000 ( FSMA ) who specialises in advising upon investments in shares and other securities. If you have sold or otherwise transferred all of your Ordinary Shares or Depositary Interests in Playtech Limited, please forward this document but not the accompanying personalised form of proxy or form of instruction (as appropriate) at once to the purchaser or transferee or the agent through whom the sale or transfer was effected, for onward delivery to the purchaser or transferee. If you have sold part only of your holding of Ordinary Shares or Depositary Interests in Playtech Limited, please contact the bank, stockbroker or other agent through whom the sale or transfer was effected as to the actions you should take. This document should be read in conjunction with the accompanying form of proxy or form of instruction (as appropriate). PLAYTECH LIMITED (Incorporated in the British Virgin Islands under number ) Notice of Annual General Meeting Notice convening the Annual General Meeting of the Company, to be held at a.m. on 25 May 2011 at The Sefton Hotel, Harris Promenade, Douglas, Isle of Man IM1 2RW, is set out at the end of this document. Whether or not you propose to attend the Annual General Meeting, please complete and submit a form of proxy and/or form of instruction in accordance with the instructions printed on the enclosed form. The form of proxy must be received by no later than a.m. on 23 May 2011 and forms of instruction must be received by no later than a.m. on 20 May 2011.

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3 PLAYTECH LIMITED (Incorporated in the British Virgin Islands under number ) Head office: 2nd Floor St George s Court Upper Church Street Douglas Isle of Man IM1 1EE Registered office: Trident Chambers PO Box 146 Road Town Tortola British Virgin Islands 27 April 2011 To all Shareholders Dear Shareholder, Annual General Meeting I am pleased to be writing to you with details of the Annual General Meeting of Playtech Limited (the Company ) for 2011 (the Meeting ) which we are holding at The Sefton Hotel, Harris Promenade, Douglas, Isle of Man IM1 2RW on 25 May 2011 at a.m. The formal Notice of the Meeting is set out on pages 5 and 6 of this document. Details of the items of business to be proposed at the Meeting are set out below: Resolution 1 Report and Accounts The directors of the Company are required to present to the meeting the accounts and the directors and auditors report for the financial year ended 31 December 2010 (the Annual Report ). This Resolution deals with the receipt of the Annual Report. Resolution 2 Remuneration Report Resolution 2 proposes the approval of the remuneration report for the year ended 31 December The Directors Remuneration Report is set out on pages 58 to 61 of the Annual Report. Although not required by law to do so, the Company is putting the remuneration report for approval by the meeting in line with investor guidelines. The remuneration of any of the directors set out in the report is not conditional upon the approval of the report. Resolutions 3 and 4 Re-appointment and remuneration of auditors Resolutions 3 and 4 propose the re-appointment of BDO LLP as auditors of the Company until the next annual general meeting and authorise the directors to set their remuneration. Resolution 5 Declaration of a dividend A final dividend can only be paid after the members at a general meeting have approved it. A final dividend of 9.6 cents per Ordinary Share is recommended by the directors for payment to members who are on the register at the close of business on 3 May Resolution 6 Re-election of directors Under the articles of association of the Company (the Articles ), any director appointed as an addition to the board can only hold office until the dissolution of the Annual General Meeting following next after his appointment, unless he is reappointed during the meeting. David Mathewson will retire and seek re-election. Biographical details of David Mathewson can be found on page 51 of the Annual Report. Resolution 7 Re-election of directors Under the Articles, one-third of the directors are required to retire by rotation each year and no director may serve more than three years without being re-elected by members. Alan Jackson will retire by rotation and seek re-election. Biographical details of Alan Jackson can be found on page 51 of the Annual Report. 03

4 Resolution 8 Amendment to Article 89 Under the Articles the directors are entitled to be paid a fee for their services as directors, as distinct from any salary payable to those of the directors who are also employees of the Company, which is currently limited to $600,000. As there are now four non-executive directors on the board, it is considered appropriate to increase the overall limit for fees set out in the Article and to express the amount in Euros as being the reporting currency of the Company. Resolution 9 Disapplication of pre-emption rights Under article 4 of the Articles, which is intended broadly to mirror the provisions of section 95 of the Companies Act 1985 (now section 570 of the Companies Act 2006), when new ordinary shares of no par value ( Ordinary Shares ) are proposed to be issued for cash, they must first be offered to existing shareholders pro rata to their holdings. There may be occasions, however, when the directors may need the flexibility to finance business opportunities by the issue of shares without a fully pre-emptive offer to existing shareholders. It is therefore proposed to renew the authority to the directors to allot Ordinary Shares for cash without first being required to offer such securities to existing members. This will include the sale on a non pre-emptive basis of any shares the Company holds in treasury for cash. While under the Articles, this authority could relate to up to 10% of the issued Ordinary Shares, in accordance with investor guidelines and past practise, the authority relates to up to 12,131,987 Ordinary Shares (representing, in accordance with institutional investor guidelines, approximately 5% of the 242,639,753 issued Ordinary Shares of the Company as at 31 March 2011). The authority sought at the Meeting will expire at the conclusion of the next annual general meeting of the Company or, if sooner, 15 months after the date of the passing of the resolution. The directors have no immediate plans to make use of this authority. Actions to be taken in respect of the Meeting The action to be taken in respect of the Meeting depends on whether you hold your Ordinary Shares in certificated form or as Depositary Interests. Certificated Shareholders Please check that you have received the following with this document: a form of proxy for use in respect of the Meeting; and a reply-paid envelope for use in connection with the return of the form of proxy (in the UK only). Whether or not you propose to attend the Meeting in person, you are strongly encouraged to complete, sign and return your form of proxy in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received, by post at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or, during normal business hours only, by hand, at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, by no later than a.m. on 23 May This will enable your vote to be counted at the Meeting in the event of your absence. The completion and return of the form of proxy will not prevent you from attending and voting at the Meeting, or any adjournment thereof, in person should you wish to do so. Depositary Interest Holders Please check that you have received the following with this document: a form of instruction for use in respect of the Meeting; and a reply-paid envelope for use in connection with the return of the form of instruction (in the UK only). Whether or not you propose to attend the Meeting in person, you are strongly encouraged to complete sign and return your form of instruction in accordance with the Instructions printed thereon as soon as possible, but in any event so as to be received, by post at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or, during normal business hours only, by hand, at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, by no later than a.m. on 20 May If you wish to attend and vote at the Meeting in person, please inform Computershare to enable the appropriate authority to be issued to you. Recommendation The directors of the Company consider that all the proposals to be considered at the Meeting are in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole. The directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own beneficial holdings. Yours sincerely Roger Withers Chairman 04

5 Notice of Annual General Meeting Notice is given that the Annual General Meeting of Playtech Limited (the Company ) will be held at The Sefton Hotel, Harris Promenade, Douglas, Isle of Man, IM1 2RW on 25 May 2011 at a.m. for the following purposes: Ordinary Business To consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions: 1. To receive the Company s financial statements, Directors Report and Auditors Report for the financial year ended 31 December To approve the Remuneration Report for the year ended 31 December To reappoint BDO LLP as auditors to hold office from the conclusion of the meeting to the conclusion of the next meeting at which the accounts are laid before the Company. 4. To authorise the Directors to determine the Auditors remuneration. 5. To approve the payment of a final dividend for the year ended 31 December 2010 of 9.6 cents per ordinary share of no par value payable to those shareholders on the register at the close of business on 3 May To re-elect David Mathewson, who retires following appointment on 10 June 2010 and stands for re-election, as a Director. 7. To re-elect Alan Jackson, who retires by rotation, as a Director. Special Business To consider and, if thought fit, pass the following resolutions which will be proposed as special resolutions: 8. THAT, article 89 of the Company s articles of association be amended by the deletion of the amount USD$600,000 and its replacement by the amount 750,000 and the payment of all fees to the directors since the date of the last annual general meeting be and is hereby ratified and approved. 9. THAT, pursuant to and for the purposes of, article of the Company s articles of association, the directors be and they are empowered to allot new ordinary shares of no par value in the Company ( Ordinary Shares ) for cash, pursuant to the authority conferred on them by article 4.1 of the Company s articles of association, provided that this power shall be limited to the allotment of an aggregate number of 12,131,987 Ordinary Shares and shall expire at the conclusion of the next succeeding annual general meeting of the Company or, if sooner, 15 months after the date of the passing of this resolution. By Order of the Board Paul Wright Company Secretary Trident Chambers PO Box 146 Road Town Tortola British Virgin Islands 27 April

6 Notes: 1. Only holders of Ordinary shares, or their duly appointed representatives, are entitled to attend, vote and speak at the meeting. A member so entitled may appoint one or more proxies to attend, speak and vote on his/her behalf. A proxy need not be a member of the Company. 2. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, shareholders who hold shares in uncertificated form must be entered on the Company s share register at a.m. on 23 May 2011 (or, if the meeting is adjourned, not later than 48 hours before the time fixed for the adjourned meeting) in order to be entitled to attend and vote at the Annual General Meeting. Changes to entries on the register after that time will be disregarded in determining the rights of any person to attend and vote at the meeting. 3. In the case of joint holders, the signature of only one of the joint holders is required on the form of proxy but the vote of the first named on the register of members will be accepted to the exclusion of the other joint holders. 4. A form of proxy is enclosed with this notice for use in connection with the business set out above. To be valid, forms of proxy and any power of attorney or other authority under which it is signed must be lodged with Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible but in any event must be received not later than a.m. on 23 May 2011 (or, if the meeting is adjourned, not later than 48 hours before the time fixed for the adjourned meeting). 5. A form of instruction is enclosed with this notice for use in connection with the business set out above. To be valid, forms of Instruction and any power of attorney or other authority under which it is signed must be lodged with Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible but in any event must be received not later than a.m. on 20 May 2011 (or, if the meeting is adjourned, not later than 72 hours before the time fixed for the adjourned meeting). 6. Completion and return of a form of proxy does not preclude a member from attending and voting at the meeting or at any adjournment thereof in person. However, a Depositary Interest Holder will require a Letter of Representation in order to speak and/or vote in person at the meeting. A Letter of Representation can be obtained by contacting the Depositary (a) in writing addressed to The Office of the Depositary, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS13 8AE, (b) by addressed to!ukallditeam2@computershare.co.uk. 7. Depositary Interest Holders who are CREST members and who wish to issue an Instruction through the CREST electronic voting appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. 8. In order for an Instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited s specifications, and must contain the information required for such Instruction, as described in the CREST Manual (available via The message, regardless of whether it constitutes an Instruction or is an amendment to a previously made Instruction must, in order to be valid, be transmitted so as to be received by the issuer s agent (ID 3RA50) by a.m. on 20 May For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of Instructions made through CREST should be communicated to the Depositary through other means. 9. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of the CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST Personal Member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 10. The Company may treat as invalid a CREST Proxy Instruction received under the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations

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