Exhibit
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Description
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99.1 |
99.2 |
NEOGAMES S.A.
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By:
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/s/ Moti Malul | ||
Name: Moti Malul
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Title: Chief Executive Officer
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Sincerely,
John E. Taylor, Jr.
Chair of the Board
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1. |
Approve the stand-alone annual statutory accounts of the Company for the year ended December 31, 2022, the approved consolidated statutory financial accounts for the year ended December 31, 2022, the report prepared by the Board of
Directors and the report of the approved statutory auditor (réviseur d’entreprises agréé);
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Approve allocation of the Company’s annual results for the financial year ended December 31, 2022;
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Grant discharge of the liability of the members of the Board of Directors for, and in connection with, the financial year ended December 31, 2022;
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Elect the following candidate and members of the Board of Directors, as applicable, for the period starting after this Annual General Meeting and ending at the annual general meeting of the Shareholders approving the annual accounts for
the financial year ending on December 31, 2023:
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Mr. Steve Capp (Director);
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Mr. Aharon Aran (Director);
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Mr. Mordechay (Moti) Malool (Malul) (Director);
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Mr. Barak Matalon (Director);
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Mr. Laurent Teitgen (Director); and
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Mr. John E. Taylor, Jr. (Director and Chair).
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Approve the appointment of Atwell as the Luxembourg statutory auditor (réviseur d’entreprises agréé) and of Ziv Haft, Certified Public Accountants, Isr., BDO Member Firm, as independent registered
certified public accounting firm for the period ending at the general meeting approving the annual accounts for the financial year ending December 31, 2023;
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Approve the directors’ remuneration for the year ending December 31, 2023; and
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Authorize and empower Allen & Overy, société en commandite simple, registered on list V of the Luxembourg bar, to execute and deliver, on behalf of the Company and with full power of
substitution, any documents necessary or useful in connection with the annual filing and registration required by the Luxembourg laws.
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Sincerely,
John E. Taylor, Jr.
Chair of the Board
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Proxy Statement.
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Copies of the Company’s annual statutory accounts for the financial year ended December 31, 2022, the Company’s consolidated statutory financial statements for the financial year ended December 31, 2022 (together, the 2022 Financial Statements), the report prepared by the Board of Directors and the Company’s approved statutory auditor (réviseur
d’entreprises agréé) relating to the 2022 Financial Statements.
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Annual report pursuant to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, for the financial year ended December 31, 2022 (the Form 20-F).
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Agenda Item
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Votes required
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Effect of
Abstentions and Broker Non-Votes |
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Agenda Item No. 1: Approve the stand-alone annual statutory accounts of the Company for the year ended December 31, 2022, the approved consolidated
statutory financial accounts for the year ended December 31, 2022, the report prepared by the Board of Directors and the report of the approved statutory auditor (réviseur d’entreprises agréé).
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The affirmative vote of a simple majority of votes validly cast.
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Abstentions and broker non-votes will have no effect.
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Agenda Item No. 2: Approve allocation of the Company’s annual results for the financial year ended December 31, 2022.
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The affirmative vote of a simple majority of votes validly cast.
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Abstentions and broker non-votes will have no effect.
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Agenda Item No. 3: Grant discharge of the liability of the members of the Board of Directors for, and in connection with, the financial year ended
December 31, 2022.
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The affirmative vote of a simple majority of votes validly cast.
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Abstentions and broker non-votes will have no effect.
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Agenda Item No. 4: Elect the candidate and the members of the Board of Directors, as applicable, for the period starting at this Annual General
Meeting and ending at the annual general meeting of the Shareholders approving the annual accounts for the financial year ending on December 31, 2023.
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The affirmative vote of a simple majority of votes validly cast.
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Abstentions and broker non-votes will have no effect.
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Agenda Item No. 5: Approve the appointment of Atwell as the Luxembourg statutory auditor (réviseur
d’entreprises agréé) and of Ziv Haft, Certified Public Accountants, Isr., BDO Member Firm, as independent registered certified public accounting firm for the period ending at the general meeting approving the annual accounts for
the financial year ending December 31, 2023.
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The affirmative vote of a simple majority of votes validly cast.
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Abstentions and broker non-votes will have no effect.
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Agenda Item No. 6: Approve the directors’ remuneration for the year ending December 31, 2023.
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The affirmative vote of a simple majority of votes validly cast.
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Abstentions and broker non-votes will have no effect.
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Agenda Item No. 7: Authorize and empower Allen & Overy, société en commandite simple, registered on
list V of the Luxembourg bar, to execute and deliver, on behalf of the Company and with full power of substitution, any documents necessary or useful in connection with the annual filing and registration required by the Luxembourg laws.
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The affirmative vote of a simple majority of votes validly cast.
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Abstentions and broker non-votes will have no effect.
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Vote by phone calling 1-800-690-6903 from any touchtone telephone.
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Vote by internet at www.proxyvote.com.
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Mr. John E. Taylor, Jr.: annual board and committee fees consisting of cash compensation of $210,000 in equal monthly installments and equity compensation in the form of a grant of 14,168 restricted share units vesting on June 30, 2024;
if the Company undergoes a change of control prior to such date, then all restricted share units shall automatically accelerate and become fully-vested; and
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Mr. Laurent Teitgen: annual board and committee fees consisting of cash compensation of $90,000 in equal monthly installments and equity compensation in the form of a grant of 3,542 restricted share units vesting on June 30, 2024; if the
Company undergoes a change of control prior to such date, then all restricted share units shall automatically accelerate and become fully vested.
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Mr. Steve Capp: annual board and committee fees consisting of cash compensation of $100,000 in equal monthly installments and equity compensation in the form of a grant of 3,400 restricted share units vesting on June 30, 2024; if the
Company undergoes a change of control prior to such date, then the entire annual fee shall be payable and all restricted share units shall automatically accelerate and become fully vested.
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identifying, reviewing and approving corporate goals and objectives relevant to executive officer compensation;
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analyzing the possible outcomes of the variable remuneration components and how they may affect the remuneration of our executive officers;
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evaluating each executive officer’s performance in light of such goals and objectives and determining each executive officer’s compensation based on such evaluation;
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determining any long-term incentive component of each executive officer’s compensation in line with the remuneration policy and reviewing our executive officer compensation and benefits policies generally;
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periodically reviewing, in consultation with our Chief Executive Officer, our management succession planning; and
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reviewing and assessing risks arising from our compensation policies and practices for our employees and whether any such risks are reasonably likely to have a material adverse effect on us.
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recommending the appointment of the independent auditor to the general meeting of the shareholders;
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the appointment, compensation, retention and oversight of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit services;
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pre-approving the audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render such services;
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evaluating the independent auditor’s qualifications, performance and independence, and presenting its conclusions to our Board of Directors on at least an annual basis;
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reviewing and discussing with our Board of Directors and the independent auditor our annual audited financial statements and quarterly financial statements prior to the filing of the respective annual and quarterly reports;
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reviewing our compliance with laws and regulations, including major legal and regulatory initiatives and also reviewing any major litigation or investigations against us that may have a material impact on our financial statements;
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reviewing and discussing the Company’s policies with respect to risk assessment and risk management, including the management of financial risks, cybersecurity and information security risks.
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establishing procedures for receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by employees of concerns
regarding questionable accounting or auditing matters; and
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reviewing and approving transactions (other than transaction related to the compensation or terms of services) that require the committee’s approval under the rules of Nasdaq and in accordance with our related person transaction policy
and procedures.
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drawing up selection criteria and appointment procedures for board members;
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reviewing and evaluating the composition, function and duties of our Board of Directors;
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recommending nominees for selection to our Board of Directors and its corresponding committees;
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making recommendations to our Board of Directors as to determinations of board member independence;
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leading our Board of Directors in a self-evaluation, at least annually, to determine whether it and its committees are functioning effectively;
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overseeing and recommending for adoption by the general meeting of the shareholders the compensation for our board members;
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overseeing our ESG policies, programs and strategies; and
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developing and recommending to our Board of Directors our rules governing the Board of Directors and code of business conduct, reviewing and reassessing the adequacy of such rules and recommending any proposed changes to our Board of
Directors.
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Luxembourg | |
May 26, 2023 |
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By order of the Board of Directors: | |
John E. Taylor, Jr. | |
Chair of the Board |
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NEOGAMES S.A.
SOCIÉTÉ ANONYME
REGISTERED OFFICE: 63-65, RUE DE MERL
L-2146 LUXEMBOURG
R.C.S. LUXEMBOURG: B186309
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VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on June 28,
2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
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ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy
statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive
or access proxy materials electronically in future years.
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VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 28, 2023. Have your proxy card in
hand when you call and then follow the instructions.
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VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o
Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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V18648-P96106 |
KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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NEOGAMES S.A.
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The Board of Directors recommends you vote FOR
the following:
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Agenda of the Annual General Meeting
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For |
Against
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Abstain
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1.
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Approve the stand-alone annual statutory accounts of the Company for the year ended December 31, 2022, the approved consolidated statutory
financial accounts for the year ended December 31, 2022, the report prepared by the Board of Directors and the report of the approved statutory auditor (réviseur d’entreprises agréé);
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☐
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☐
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☐
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For |
Against |
Abstain
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5.
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Approve the appointment of Atwell as the Luxembourg statutory auditor (réviseur d’entreprises agréé) and of Ziv Haft, Certified Public Accountants, Isr., BDO Member Firm, as independent registered certified public accounting firm for the period ending at the general meeting approving the
annual accounts for the financial year ending December 31, 2023;
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☐
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☐
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☐
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2. |
Approve allocation of the Company’s annual results for the financial year ended December 31, 2022;
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☐ | ☐ |
☐ |
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6.
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Approve the directors’ remuneration for the year ending December 31, 2023; and
Authorize and empower Allen & Overy, société en commandite
simple, registered on list V of the Luxembourg bar, to execute and deliver, on behalf of the Company and with full power of substitution, any documents necessary or useful in connection with the
annual filing and registration required by the Luxembourg laws.
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☐
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☐
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☐
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3. |
Grant discharge of the liability of the members of the Board of Directors for, and in connection with, the financial year ended December 31,
2022;
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☐
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☐
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☐
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☐
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☐ | ☐ | |||
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4. |
Elect the following candidate and members of the Board of Directors, as applicable, for the period starting after this Annual General Meeting
and ending at the annual general meeting of the Shareholders approving the annual accounts for the financial year ending on December 31, 2023:
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☐
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☐
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☐
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Nominees:
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Against
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Abstain
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NOTE: Such other business as may properly come before the meeting or any
adjournment thereof.
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4a. |
Mr. Steve Capp (Director);
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4b. |
Mr. Aharon Aran (Director);
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4c. |
Mr. Mordechay (Moti) Malool (Malul) (Director);
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☐
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4d. |
Mr. Barak Matalon (Director);
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4e. |
Mr. Laurent Teitgen (Director);
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4f. |
Mr. John E. Taylor, Jr. (Director and Chair).
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☐
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full
title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX] |
Date
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Signature (Joint Owners)
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Date
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V18649-P96106
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