Convening of the Annual General Meeting of FL Entertainment
Paris – 8 April 2024
Convening of the Annual General Meeting of FL Entertainment
FL Entertainment today announced that the Annual General Meeting (“AGM”) will take place on Thursday 23 May 2024 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 2023
- Remuneration report 2023, which is included in the 2023 URD (advisory vote)
- Annual accounts 2023
- Adoption of the annual accounts 2023 that are included in the 2023 URD (voting item)
- Distribution of dividend over financial year 2023 (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)
- Re-appointment of Mr François Riahi as Executive Director (voting item)
- Re-appointment of Mr Alain Minc as Non-Executive Director (voting item)
- Appointment of Mr Albert Manzone as Non-Executive Director (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)
- Authorisation of the Management Board to repurchase shares in the Company (voting item)
- Appointment of the auditor for the financial year 2024 up to and including 2026 (voting item)
- Discussion of the corporate governance chapter in the report of the financial year 2023 (advisory item)
- Amendment of the name of the Company
- Amendment of the name of the Company in the Articles of Association and Special Voting Rights Terms (voting item)
- Approval of the meeting of holders of special voting shares to amend the name of the Company in the Special Voting Rights Terms (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 2023 URD (which includes the report of the Management Board and the annual accounts for the financial year 2023), including the proposed amendment of the Articles of Association and SVS Terms, are available on the website of the Company: .
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: ).
Attendance instructions
Registration date
Shareholders may exercise voting rights if they hold shares in the share capital of the Company on 25 April 2024 (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 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 17 May 2024.
The Intermediaries must provide to ABN AMRO, via , no later than 1:00 pm CET on 18 May 2024 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 via the evoting system of ABN AMRO () no later than 5:00 pm CET on 17 May 2024. This electronic proxy with voting instructions in the ABN AMRO evoting system is granted 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.1
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 favor of all proposals made by the Management Board. M.A.J. Cremers is authorised to share the voting instructions given by a Shareholder with the Management Board of the Company, unless the Shareholder explicitly states by email to no later than 5:00 pm CET on 17 May 2024 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 23 May 2024.
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 2024 results: 15 May 2024
General Shareholders’ Meeting: 23 May 2024
Investor Relations
Caroline Cohen – Phone: 34 –
Press Relations
Hugues Boëton – Phone: 15
Nicolas Grange – Phone: 19
About FL Entertainment
FL Entertainment Group is a global entertainment leader founded by Stéphane Courbit, a 30-year entrepreneur and entertainment industry pioneer. Our mission is to inspire passion by providing audiences with engaging and innovative entertainment experiences. The Group’s activities include content production & distribution (through Banijay, the world’s largest independent content producer and distributor) and online sports betting & gaming (through Betclic, Europe’s fastest-growing online sports betting platform). In 2023, FL Entertainment recorded revenue and Adjusted EBITDA of €4,318m and €737m respectively. FL Entertainment is listed on Euronext Amsterdam (ISIN: NL0015000X07, Bloomberg: FLE NA, Reuters: FLE.AS).
Regulated information related to this press release is available on the website:
1 Alternatively, 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 /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 no later than 5:00 pm CET on 17 May 2024.
This also applies for holders of registered shares.
Attachment
