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Press release
Paris– April 28, 2023
FL Holds Annual General Meeting of Shareholders entertainment
FL Entertainment announced today that its Annual General Meeting (“AGM”) will be held on Thursday, June 15, 2023 at 2pm CET at Mediarena 2, 1114 BC Amsterdam-Duivendrecht, The Netherlands.
The meeting agenda is as follows:
opening ceremony
FY2022 Report
2022 Compensation Report, included in the 2022 URD (consult vote)
2022 Annual Accounts
Through the 2022 Annual Accounts included in the 2022 URD (vote thing)
Share Premium Allocation for FY2022 (voting item)
dismissed member of the management board
dismissal of executive members of the management board (vote thing)
dismissal of non-executive members of the management board (vote thing)
Amendments to the Remuneration Policy (vote thing)
Appointment of the management board in connection with the issue of shares
Appointment of the Management Board as the competent authority for the issuance of shares and the granting of share acquisition rights (voting item)
designate the Management Board as the competent authority to limit or exclude any right of first refusal (voting item)
Appoint a management committee in relation to any long-term incentive plan
Designation of the Management Board as the competent authority for the issuance of ordinary shares and the granting of acquisition rights for ordinary shares (voting item)
designate the Management Board as the competent authority to limit or exclude any right of first refusal (voting item)
Appointment of management committees for convertible bonds and/or any debt instruments including warrants
designation of the Management Board as the competent authority for the issuance of ordinary shares and the granting of the right to purchase ordinary shares in connection with convertible bonds and/or any debt instruments, including warrants (voting item)
designate the Management Board as the competent authority to limit or exclude any right of first refusal (voting item)
Authorizes the Board of Management to buy back company shares (vote thing)
Amendment to the Articles of Association (voting item)
Amendments to the Terms of the Company’s Special Voting Shares
The general meeting of shareholders approved the modification of the terms of the company’s special voting shares (vote thing)
The meeting of holders of special voting shares approved the modification of the terms of the company’s special voting shares (vote thing)
Other business
closure
meeting documents
The company is an international company and the company language is English. Accordingly, the general meeting will be conducted in English.
The agenda and explanatory notes to the agenda, the 2022 URD (including the report of the management board and the annual accounts for the financial year 2022) are available on the company website: https://www.flentertainment.com/shareholders-annual-meeting/.
These documents are also available for consultation at the corporate office at 5, rue François 1yes, 75008 Paris, France. If you would like to receive a copy for free, please email (email:investors@flentertainment.com).
Attendance Notice
registration date
On May 18, 2023, shareholders holding the company’s share capital can exercise voting rights (hereinafter referred to as “registration date“) and registered with the governing body held by banks and brokers acting as intermediaries as such (“Intermediary“).
in person
Shareholders who wish to attend the general meeting in person or wish to authorize another person to attend the general meeting on their behalf and have the right to attend the general meeting must register with ABN AMRO by: www.abnamro.com/evoting or by registering shareholders as holders of shares in the company through an intermediary, no later than 08 June 2023 at 5:00 pm CET.
Intermediaries must pass www.abnamro.com/intermediaryno later than 9 June 2023 at 1:00 p.m. CET effective verification of record date holdings.
Shareholders will receive proof of incorporation from ABN AMRO either directly or through an intermediary (“registration card“) and the registration number provided by email. This registration card will serve as an admission ticket to the general meeting and should be brought to the general meeting for in-person admission.
Proxy and Voting instruct
Shareholders who do not wish to attend the general meeting in person may, without prejudice to the above-mentioned registration-related provisions, issue an electronic proxy with voting instructions to MAJ Cremers, a civil law notary in Amsterdam, the Netherlands, and/or her representatives Stibbe’s legal substitute and /or each civil law notary passes www.abnamro.com/evoting No later than 8 June 2023 at 5:00 pm CET.
Shareholders may also grant powers of attorney in writing to third parties or to MAJ Cremers.
For this purpose, forms are available free of charge at the corporate office and on the website https://www.flentertainment.com/shareholders-annual-meeting/. The form must be completed and sent to MAJ Cremers, Civil Law Notary, Amsterdam, The Netherlands, by 5:00 pm CET on June 8, 2023, and by email to manon.cremers@stibbe.com.
This also applies to holders of registered shares.
Proxies may be granted with or without voting instructions. If a proxy is granted without an instruction to vote, it shall be deemed to include an instruction to vote in support of all proposals put forward by the Management Committee. MAJ Cremers is authorized to share voting instructions given by shareholders with the company’s management board, unless the shareholder expressly states by email manon.cremers@stibbe.com No later than 08 June 2023 at 5:00 pm CET, he/she does not agree to share the voting instructions given by him/her.
If a shareholder later decides to attend the meeting, he/she may withdraw his/her proxy and voting instructions at the reception desk at the general meeting venue before the meeting.
Admission on the day of the general meeting
Membership will take place at the registration desk at the Congress venue between 1:30pm and 1:50pm CET, with 2:00pm CET being the start of the Congress on 15 June 2023. admitted after this. Attendees may be asked to identify themselves before being admitted to the meeting, so please bring valid ID. Access may be denied if registration or proof of identity cannot be provided.
agenda
First Quarter 2023 Results: May 30, 2023
Shareholders’ meeting: June 15, 2023
Investor Relations
Caroline Cohen – Tel: +33 1 44 95 23 34 – c.cohen@flentertainment.com
media relations
flentertainment@brunswickgroup.com
Hugues Boëton – Tel: +33 6 79 99 27 15
Nicholas Grange – Tel: +33 6 29 56 20 19
about florida entertainment
Founded by 30-year entertainment industry pioneer and entrepreneur Stéphane Courbit, FL Entertainment Group is a global leader in multimedia content and games, combining the strengths of Banijay, the world’s largest independent producer-publisher, and the fastest growing Betclic Everest Group European online sports betting platform. In 2022, FL Entertainment recorded consolidated revenue and adjusted EBITDA through Banijay and Betclic Everest Group of EUR 4,047 million and EUR 670 million, respectively. FL Entertainment will be listed on Euronext Amsterdam in July 2022.
ISIN: NL0015000X07 – Bloomberg: FLE NA – Reuters: FLE.AS
forward-looking statement
This communication contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.
forward-looking statement
Certain statements in this press release may be deemed “forward-looking statements.” By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may occur in the future. These forward-looking statements involve known and unknown risks, uncertainties and other factors beyond our control and cannot be predicted that could cause actual results to differ materially from any expressed or implied future results. These forward-looking statements are based on current expectations, estimates, forecasts, analyzes and projections about the industry in which we operate, as well as management’s beliefs and assumptions about possible future events. You are cautioned not to place undue reliance on these forward-looking statements, which express opinions only as of the date of this press release and are neither predictions nor guarantees of possible future events or circumstances.
We undertake no obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release, or to reflect the occurrence of unanticipated events, except as may be required by applicable securities laws.
Alternative Performance Measures
Financial information in this press release includes non-IFRS financial measures and ratios (for example, non-IFRS measures such as Adjusted EBITDA), which are not considered measures of financial performance or liquidity under IFRS. The non-IFRS financial measures presented are those used by management to monitor the underlying performance of the business and operations and therefore have not been audited or reviewed. In addition, they may not represent historical operating results, nor are they meant to predict future results. These non-IFRS measures are presented because they are considered to be important supplemental measures of the performance of FL Entertainment NV (the “Company”) and we believe that these and similar measures are widely used in the industry in which the Company operates as a means of evaluating The company’s operating performance and liquidity. Not all companies calculate non-IFRS financial measures in the same way or on a consistent basis. Accordingly, these measures and ratios may not be comparable to measures of other companies using the same or similar titles.
Regulatory information related to this press release is available at:
https://www.flentertainment.com/results-center/
https://www.flentertainment.com
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