Press Release
Paris – 28 April 2023
Convening of the Annual General Meeting of FL Entertainment
FL Entertainment today announced that the Annual General Meeting (“AGM”) will take place on Thursday 15 June 2023 at 2:00 pm CET at Mediarena 2, 1114 BC Amsterdam-Duivendrecht, the Netherlands.
The agenda for the meeting is as follows:
- Opening
- Report of the financial year 2022
- Remuneration report 2022, which is included in the 2022 URD (advisory vote)
- Annual accounts 2022
- Adoption of the annual accounts 2022 that are included in the 2022 URD (voting item)
- Distribution of share premium over financial year 2022 (voting item)
- Discharge members of the Management Board
- Discharge executive members of the Management Board (voting item)
- Discharge non-executive members of the Management Board (voting item)
- Amendment of the remuneration policy (voting item)
- Designation of the Management Board in relation to the issuance of shares
- Designation of the Management Board as the competent body to issue shares and to grant rights to acquire shares (voting item)
- Designation of the Management Board as the competent body to limit or exclude any pre-emptive rights (voting item)
- Designation of the Management Board in relation to any long-term incentive plan(s)
- Designation of the Management Board as the competent body to issue ordinary shares and to grant rights to acquire ordinary shares (voting item)
- Designation of the Management Board as the competent body to limit or exclude any pre-emptive rights (voting item)
- Designation of the Management Board in relation to convertible bonds and/or any debt instrument including warrants
- Designation of the Management Board as the competent body to issue ordinary shares and to grant rights to acquire ordinary shares in relation to convertible bonds and/or any debt instrument including warrants (voting item)
- Designation of the Management Board as the competent body to limit or exclude any pre-emptive rights (voting item)
- Authorization of the Management Board to repurchase shares in the Company (voting item)
- Amendment of the Articles of Association of the Company (voting item)
- Amendment of the special voting shares terms of the Company
- Approval by the General Meeting of amendment of the special voting shares terms of the Company (voting item)
- Approval by the meeting of holders of special voting shares to amend the special voting shares terms of the Company (voting item)
- Any other business
- Closing
Meeting documents
The Company is an international company and its corporate language is English. The General Meeting will therefore be conducted in English.
The agenda and the explanatory notes to the agenda, the 2022 URD (which includes the report of the Management Board and the annual accounts for the financial year 2022) are available on the website of the Company: https://www.flentertainment.com/shareholders-annual-meeting/.
These documents are also available for inspection at the office of the Company, 5, rue François 1er, 75008 Paris, France. Please send an email should you want to obtain a copy free of charge (email:investors@flentertainment.com).
Attendance instructions
Registration date
Shareholders may exercise voting rights if they hold shares in the share capital of the Company on 18 May 2023 (the "Registration Date") and are registered as such in the administrations held by the banks and brokers that are intermediaries (the "Intermediaries").
Attending in person
Shareholders who wish to attend the General Meeting in person or wish to authorize others to represent them at the General Meeting and are entitled to attend the General Meeting must register themselves at ABN AMRO via www.abnamro.com/evoting or through the Intermediary in whose administration the shareholder is registered as holder of shares of the Company, no later than 5:00 pm CET on 8 June 2023.
The Intermediaries must provide to ABN AMRO, via www.abnamro.com/intermediary, no later than 1:00 pm CET on 9 June 2023 a statement identifying the number of shares held by the shareholder on the Registration Date and presented for registration, as well as the full address details of the shareholder concerned in order to be able to verify the shareholding on the Registration Date in an efficient manner.
The shareholder will receive from ABN AMRO directly or via the Intermediary, proof of registration (the "Registration Card") with a registration number by e-mail. This Registration Card will serve as an admission ticket to the General Meeting and should be brought to the General Meeting in order to gain admission in person.
Proxy and voting instructions
A shareholder who does not wish to attend the General Meeting in person may, without prejudice to the above with regard to registration, grant an electronic proxy with voting instructions to M.A.J. Cremers, civil-law notary in Amsterdam, the Netherlands, and/or her legal substitute and/or each civil-law notary of Stibbe via www.abnamro.com/evoting no later than 5:00 pm CET on 8 June 2023.
A shareholder may also grant a proxy in writing to a third party or to M.A.J. Cremers.
For this a form is available free of charge at the offices of the Company and on the website https://www.flentertainment.com/shareholders-annual-meeting/. The form must be completed and be received by M.A.J. Cremers, civil-law notary in Amsterdam, the Netherlands, by e-mail via manon.cremers@stibbe.com no later than 5:00 pm CET on 8 June 2023.
This also applies for holders of registered shares.
A proxy can be granted with or without voting instructions. In case a proxy is granted without voting instructions it shall be deemed to include a voting instruction in favour of all proposals made by the Management Board. M.A.J. Cremers is authorized to share the voting instructions given by a Shareholder with the Management Board of the Company, unless the Shareholder explicitly states by email to manon.cremers@stibbe.com no later than 5:00 pm CET on 8 June 2023 that he/she does not consent to the sharing of the voting instructions given by him/her.
In the event the Shareholder later decides to attend the meeting he/she has the possibility to withdraw his/her proxy and voting instruction prior to the meeting, at the reception desk of the venue of the General Meeting.
Admission on the day of the General Meeting
Admission will take place at the registration desk at the venue of the General Meeting between 1:30 pm CET and 1:50 pm CET, with 2:00 pm CET being the start of the General Meeting on 15 June 2023. It is not possible to be admitted after this time. Attendees may be asked to identify themselves prior to being admitted to the meeting and are therefore requested to bring a valid identity document. Access may be declined in case no proof of registration or identification can be provided.
Agenda
Q1 2023 results: 30 May 2023
General Shareholders’ Meeting: 15 June 2023
Investor Relations
Caroline Cohen – Phone: +33 1 44 95 23 34 – c.cohen@flentertainment.com
Press Relations
flentertainment@brunswickgroup.com
Hugues Boëton – Phone: +33 6 79 99 27 15
Nicolas Grange – Phone: +33 6 29 56 20 19
About FL Entertainment
Founded by Stéphane Courbit, a 30-year entertainment industry pioneer and entrepreneur, FL Entertainment Group is a global leader in multimedia content and gaming, combining the strengths of Banijay, the world’s largest independent producer distributor, with Betclic Everest Group, the fastest-growing online sports betting platform in Europe. In 2022, FL Entertainment recorded through Banijay and Betclic Everest Group, a combined revenue, and Adjusted EBITDA, of €4,047m and €670m respectively. FL Entertainment listed on Euronext Amsterdam in July 2022.
ISIN: NL0015000X07 - Bloomberg: FLE NA - Reuters: FLE.AS
Forward-looking statements
This communication contains information that qualifies as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.
Forward Looking Statements
Some statements in this press release may be considered “forward-looking statements”. By their nature, forward-looking statements involve risk and uncertainty 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 that are outside of our control and impossible to predict and may cause actual results to differ materially from any future results expressed or implied. These forward-looking statements are based on current expectations, estimates, forecasts, analyses and projections about the industry in which we operate and management's beliefs and assumptions about possible future events. You are cautioned not to put undue reliance on these forward-looking statements, which only express views as at the date of this press release and are neither predictions nor guarantees of possible future events or circumstances.
We do not undertake any 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 under applicable securities law.
Alternative performance measures
The financial information in this release includes non-IFRS financial measures and ratios (e.g. non-IFRS metrics, such as adjusted EBITDA) that are not recognized as measures of financial performance or liquidity under IFRS. The non-IFRS financial measures presented are measures used by management to monitor the underlying performance of the business and operations and, have therefore not been audited or reviewed. Furthermore, they may not be indicative of the historical operating results, nor are they meant to be predictive of future results. These non-IFRS measures are presented because they are considered important supplementary measurements of FL Entertainment N.V.'s (the "Company") performance, and we believe that these and similar measures are widely used in the industry in which the Company operates as a way to evaluate a company’s operating performance and liquidity. Not all companies calculate non-IFRS financial measures in the same manner or on a consistent basis. As a result, these measures and ratios may not be comparable to measures used by other companies under the same or similar names.
Regulated information related to this press release is available on the website:
https://www.flentertainment.com/results-center/
https://www.flentertainment.com
Attachment
