YOUR VOTE IS IMPORTANT

 

WHETHER OR NOT YOU PLAN TO ATTEND THE SECOND LUXEMBOURG SHAREHOLDER MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) ELECTRONICALLY OVER THE INTERNET OR BY TELEPHONE; OR (2) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE‑PAID ENVELOPE PROVIDED. YOU MAY REVOKE YOUR PROXY OR CHANGE YOUR VOTE AT ANY TIME BEFORE IT IS VOTED AT THE SECOND LUXEMBOURG SHAREHOLDER MEETING.

 

If you hold your Company Shares in “street name” through a bank, broker or other nominee on the Nasdaq Global Select Market, you should instruct your bank, broker or other nominee how to vote your Company Shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. In most instances you will be able to vote over the Internet, by telephone or by mail. Your bank, broker or other nominee cannot vote on any of the proposals, including the Re-Continuation Proposal, the Board Election Proposal, the Auditors Approval Proposal and the Filing Authorization Proposal, without your instructions.

 

If you are a shareholder of record, voting in person at the Second Luxembourg Shareholder Meeting will revoke any proxy that you previously submitted. If you hold your Company Shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote in person at the Second Luxembourg Shareholder Meeting.

 

If you fail to (1) timely return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) attend the Second Luxembourg Shareholder Meeting and vote in person, your Company Shares will not be counted for purposes of determining whether a quorum is present at the Second Luxembourg Shareholder Meeting.

 

We encourage you to read the accompanying shareholder circular and its annexes, including all documents incorporated by reference into the accompanying shareholder circular, carefully and in their entirety. If you have any questions concerning the Second Luxembourg Shareholder Meeting, the Re-Continuation Proposal, the Board Election Proposal, the Auditors Approval Proposal and the Filing Authorization Proposal or any matter related to the accompanying shareholder circular, would like additional copies of the accompanying shareholder circular or need help voting your Company Shares, please contact our Proxy Solicitor:

 

Morrow Sodali, LLC
333 Ludlow Street, 5^th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: NGMS@investor.morrowsodali.com

iv

TABLE OF CONTENTS
	Page
SUMMARY	1
Parties Involved in the Merger	1
The Continuation and Merger	2
Treatment of Company Equity Awards	3
The Cayman Shareholder Meeting	4
Market Price Information	7
Recommendation of the Board – The Continuation and the Merger	7
First Luxembourg Shareholder Approval	7
Fairness Opinion of Stifel	8
Business Combination Agreement	9
Financing of the Merger	9
Material U.S. Federal and Luxembourg Income Tax Consequences and Israeli Tax Consequences of the Continuation and the Merger	9
Regulatory Approvals Required for the Merger and Other Regulatory Filings	9
Appraisal Rights	9
The Re-Continuation	10
Recommendation of the Board – The Re-Continuation	10
QUESTIONS AND ANSWERS	11
Cayman Shareholder Meeting	11
Second Luxembourg Shareholder Meeting	22
CAUTIONARY STATEMENT REGARDING FORWARD‑LOOKING STATEMENTS	30
RISK FACTORS	31
THE CAYMAN SHAREHOLDER MEETING	36
Date, Time and Place	36
Purpose of the Cayman Shareholder Meeting	36

Board Recommendation	36
Record Date; Shares Entitled to Vote; Vote Required and Quorum	36
Abstentions and Broker Non‑Votes	37
Shares Held by the Company’s Directors and Executive Officers	37
Support Agreement	37
Voting of Proxies	37
Revocability of Proxies	38
Adjournments, Reconvening or Postponements	38
Questions and Additional Information	39
CAYMAN PROPOSAL 1: The Merger Proposal	40
CAYMAN PROPOSAL 2: The Statutory Plan of Merger Proposal	41
CAYMAN PROPOSAL 3: The Waiver Proposal	42
THE SECOND LUXEMBOURG SHAREHOLDER MEETING	43
Date, Time and Place	43
Purpose of the Second Luxembourg Shareholder Meeting	43
Board Recommendation	43
Record Date; Shares Entitled to Vote; Vote Required and Quorum	43
Abstentions and Broker Non‑Votes	44
Shares Held by the Company’s Directors and Executive Officers	44
Support Agreement	44
Voting of Proxies	44
Revocability of Proxies	45
Solicitation of Proxies	46
Adjournments, Reconvening or Postponements	46
Filing of the Statutory Plan of Merger	46
Questions and Additional Information	46
LUXEMBOURG PROPOSAL 1: THE RE-CONTINUATION PROPOSAL	47
LUXEMBOURG PROPOSAL 2: THE BOARD ELECTION PROPOSAL	48
LUXEMBOURG PROPOSAL 3: THE AUDITORS APPROVAL PROPOSAL	49
LUXEMBOURG PROPOSAL 4: THE FILING AUTHORIZATION PROPOSAL	50
THE CONTINUATION AND THE MERGER	51
Parties Involved in the Merger	51
Effect of the Continuation and the Merger	52
Effect on the Company if the Continuation or Merger are Not Completed	52
Merger Consideration	53
Background of the Merger	53
Reasons for the Merger and Recommendation of the Board	59
Possible Uncertainties, Risks and Negative Factors Associated with Merger	62
The Re-Continuation	64
Company Management Projections	65
Fairness Opinion of Stifel	67
Selected Comparable Companies Analysis	70
Interests of the Company’s Directors and Executive Officers in the Merger	74
Financing of the Merger	76
The Continuation and the Merger Effective Time	76
Appraisal Rights	76
Material U.S. Federal and Luxembourg Income Tax Consequences and Israeli Tax Consequences of the Continuation and the Merger	78
Regulatory Approvals	84
THE BUSINESS COMBINATION AGREEMENT	88
Explanatory Note Regarding the Business Combination Agreement	88
Effects of the Continuation and the Merger; Directors and Officers; Memorandum and Articles of Association	88
The Continuation and the Merger Effective Time	89
Merger Consideration	89
The Re-Continuation	90
Treatment of Company Equity Awards	90
Exchange and Payment Procedures	91
Representations and Warranties	92

Conduct of Business Pending the Merger	95
Competing Proposals	98
The Board’s Recommendation; Company Board Recommendation Change	100
Employee Benefits Following the Merger Effective Time	100
Efforts to Close the Merger	101
Indemnification and Insurance	101
Other Covenants	102
Conditions to the Effectuation of the Continuation	103
Conditions to the Closing of the Merger	104
Termination of the Business Combination Agreement	105
Other Material Provisions of the Business Combination Agreement	107
DESCRIPTION OF COMPANY’S SHARE CAPITAL AS A CAYMAN ISLANDS EXEMPTED COMPANY	108
Comparison of Luxembourg Shareholder Rights and Cayman Shareholder Rights	108
MARKET PRICES AND DIVIDEND DATA	114
WHERE YOU CAN FIND MORE INFORMATION; INFORMATION INCORPORATED BY REFERENCE	115
MISCELLANEOUS	116
ANNEX A – THE BUSINESS COMBINATION AGREEMENT	A-1
ANNEX B – STATUTORY PLAN OF MERGER	B-1
ANNEX C – CONTINUATION ARTICLES	C-1
ANNEX D – SUPPORT AGREEMENT	D-1
ANNEX E – FAIRNESS OPINION OF STIFEL	E-1
ANNEX F – FORM OF WRITTEN NOTICE OF OBJECTION PURSUANT TO SECTION 238(2) OF THE CAYMAN COMPANIES ACT	F-1
ANNEX G – RE-CONTINUATION ARTICLES	G-1

SUMMARY

 

This summary highlights selected information from this shareholder circular and may not contain all of the information that is important to you. To understand the Continuation (as defined below) and the Merger (as defined below) more fully and for a more complete description of the legal terms of the Continuation and the Merger, you should carefully read this entire shareholder circular, the annexes to this shareholder circular and the documents that we refer to in this shareholder circular. You may obtain the information incorporated by reference in this shareholder circular without charge by following the instructions under the section of this shareholder circular entitled “Where You Can Find More Information; Information Incorporated By Reference.” We encourage you to read all annexes to this shareholder circular carefully and in their entirety, including the Business Combination Agreement attached as Annex A, which is the legal document that governs the Continuation and the Merger.

 

Except as otherwise specifically noted in this shareholder circular, “NeoGames,” the “Company,” “we,” “us,” “our” and similar words refer to NeoGames S.A., a company organized under the laws of the Grand Duchy of Luxembourg (société anonyme), or, as context requires, NeoGames as a Cayman Islands exempted company following the Continuation, including, in certain cases, its subsidiaries. Throughout this shareholder circular, we refer to Aristocrat Leisure Limited as “Parent” and Anaxi Investments Limited as “Merger Sub.” In addition, throughout this shareholder circular we refer to the Business Combination Agreement, dated May 15, 2023, by and among the Company, Parent and Merger Sub, as it may be amended from time to time, as the “Business Combination Agreement.” All currency amounts are in U.S. dollars unless otherwise indicated.

 

Unless indicated otherwise by the context, all references in this shareholder circular to:

 

 

 

 

 

 

 

 

 

 

 

Capitalized terms used but not defined in this shareholder circular have the meaning ascribed to them in the Notice of Cayman Shareholder Meeting enclosed in this shareholder circular.

 

Parties Involved in the Merger

 

The Company

 

The Company is a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg. Following the Continuation and at the time of the Cayman Shareholder Meeting, the Company will be a Cayman Islands exempted company operating under the name “Neo Group Ltd.”. We are a technology-driven innovator and a global leader of iLottery and iGaming solutions and services for regulated lotteries and gaming operators, offering our customers a full-service suite of solutions, including proprietary technology platforms, two dedicated game studios with an extensive portfolio of engaging games and a range of value-add services. As a global technology and service provider to state lotteries and other lottery operators, we offer a full-service solution that includes all of the elements required for the offering of lottery games via personal computers, smartphones and handheld devices. We also offer an innovative sports betting platform, an advanced content aggregation solution and a complete set of business-to-business gaming technology and managed services.

 

As of the date of this shareholder circular, the Company Shares are listed on Nasdaq under the symbol “NGMS.” Upon completion of the Continuation all trading of Company Shares on Nasdaq will be suspended and you will not be able to buy, sell or transfer your Company Shares.

 

Parent

 

Parent is a company organized under the laws of Australia. Parent is a leading global gaming, content and technology company and mobile games publisher. Parent offers a diverse range of products and services including electronic gaming machines, casino management systems and free-to-play mobile game across the globe.

 

Parent’s ordinary shares (“Parent Ordinary Shares”) are listed on ASX under the symbol “ALL.”

 

Merger Sub

 

Merger Sub is a Cayman Islands exempted company. Merger Sub is a wholly owned, indirect subsidiary of Parent that was incorporated on May 11, 2023, solely for the purpose of engaging in the Transactions. Merger Sub has not engaged in any business activities other than in connection with the Transactions.

 

The Continuation and Merger

 

As approved at the Company’s Extraordinary General Meeting of Shareholders held on Tuesday, July 18, 2023 (the “First Luxembourg Shareholder Meeting”), and subject to the terms and conditions of the Business Combination Agreement and in accordance with the applicable provisions of the Luxembourg Company Law and the Cayman Companies Act, the Company will (i) transfer (by way of continuation) the Company’s statutory seat, registered office (siege statutaire) and seat of central administration (siege de l’administration centrale) from Luxembourg to the Cayman Islands and change its legal form as a Luxembourg law governed public limited liability company (société anonyme) to a Cayman Islands exempted company by way of continuation (without the dissolution of the Company or the liquidation of its assets) (the “Continuation”), (ii) de-register in Luxembourg (without the dissolution of the Company or the liquidation of its assets), (iii) change its name to “Neo Group Ltd.”, (iv) adopt the memorandum and articles of association of the Company, which are attached to the enclosed shareholder circular as Annex C (the “Continuation Articles”) and (v) execute all formalities in relation to the Continuation and record the satisfaction of the Continuation Conditions. At the Continuation Effective Time, all trading of Company Shares on Nasdaq will be suspended and you will not be able to buy, sell or transfer your Company Shares.

 

Following the completion of the Continuation, and subject to approval of the Cayman Meeting Proposals by shareholders of the Company at the Cayman Shareholder Meeting (the “Cayman Shareholder Approval”), the Company and Merger Sub will jointly file a merger application and all other documentation required to complete the Merger under the Cayman Companies Act with the Cayman Registrar, including the Statutory Plan of Merger. Subject to satisfaction of the Merger Conditions, Merger Sub will merge with and into the Company and the Company will continue as the Surviving Company and as a wholly owned indirect subsidiary of Parent. As a result of the Merger, the Company will cease to be a publicly traded company, all outstanding Company Shares (except for (i) any Company Shares owned by the Company, Parent, Merger Sub or any of the shares of direct or indirect subsidiaries or held in the Company’s treasury (which will, by virtue of the Merger, cease to be outstanding and will be cancelled and will cease to exist immediately prior to the consummation of the Merger, and no Merger Consideration (as defined below) or any other consideration will be delivered in exchange therefor) (the “Excluded Shares”) or (ii) any Company Shares held by dissenting shareholders who have validly indicated by way of written objection (pursuant to Section 238(2) of the Cayman Companies Act) their desire to dissent with respect to such Company Shares (the “Dissenting Shares”)) will be deemed to be cancelled in exchange for the right to receive $29.50 per share in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”). Upon the Merger Effective Time, you will no longer own any Company Shares and you will only have the right to receive the Merger Consideration.

 

For more information regarding the Continuation and the Merger, see the section of this shareholder circular entitled “The Continuation and the Merger.”

 

Treatment of Company Equity Awards

 

Cashed‑Out Company Options

 

At the Merger Effective Time, each option to purchase Company Shares that is unexpired, unexercised and outstanding immediately prior to the Merger Effective Time and that has fully vested in accordance with its terms as of immediately prior to the Merger Effective Time or is scheduled to fully vest within thirty days following the Merger Effective Time in accordance with its terms (each, a “Cashed‑Out Company Option”) will be canceled and converted into the right to receive a cash amount equal to the product of (x) the number of Company Shares subject to such option, multiplied by (y) the excess, if any, of $29.50 over the applicable per share exercise price for such option, with such amount reduced by any applicable payroll, income or other withholding Taxes (as defined in the Business Combination Agreement), provided that any Cashed-Out Company Option with a per-share exercise price equal to or exceeding $29.50 will be automatically terminated as of the Merger Effective Time. The holder of such Cashed-Out Company Option will then have no further rights with respect to such Cashed-Out Company Option, apart from the cash payment described in this paragraph.

 

Assumed Company Options

 

At the Merger Effective Time, each option to purchase Company Shares held by an employee who will be an employee of Parent or any of its subsidiaries following the Merger (each, a “Continuing Employee”) that is unexpired, unexercised and outstanding immediately prior to the Merger Effective Time and has neither vested in accordance with its terms and conditions nor is scheduled to fully vest within thirty days following the Merger Effective Time (each, an “Assumed Option”), will be assumed by Parent and converted into a share option, in accordance with the terms of the Company equity plan and/or option agreement by which it is evidenced (including the vesting schedule and any vesting acceleration for each such assumed Option), covering a number of ordinary shares of Parent equal to the product of the number of Company Shares that were issuable with respect to the Assumed Option immediately prior to the Merger Effective Time multiplied by the Exchange Ratio (as defined below), and rounded down to the nearest whole share, with an exercise price per share equal to the exercise price per share of the Assumed Option immediately prior to the Merger Effective Time, divided by the Exchange Ratio, and rounded up to the nearest whole cent provided that any Assumed Option with a per-share exercise price equal to or exceeding $29.50 will not be assumed by Parent, and will be automatically terminated as of the Merger Effective Time. The options issued by Parent in assumption of the Assumed Options which were originally granted under the trustee capital gains route of Section 102 of the Ordinance, shall be issued under an equity compensation plan of Parent which was filed for approval under the trustee capital gains route of Section 102 of the Israeli Income Tax Ordinance (New Version) 5721-1961, and all the regulations, rules and orders and any other provisions promulgated thereunder (the “Ordinance”) and shall be issued to or controlled by the trustee nominated by Parent pursuant to Section 102 of the Ordinance, in accordance with the provisions of the Options Tax Ruling or an Interim Options Tax Ruling, as applicable. The holder of such Assumed Option will then have no further rights with respect to such Assumed Option, apart from any rights described in this paragraph. The “Exchange Ratio” means a fraction, the numerator of which is $29.50 multiplied by the arithmetic mean of the average of the bid and ask spot rates for conversion of U.S. dollars to Australian dollars as reported by Bloomberg L.P. on each of the screen AUD Currency BFIX on each of the five consecutive trading days ending with the trading day that is five business days prior to the Closing Date (as defined in the section of this shareholder circular entitled “The Continuation and the Merger—The Continuation and the Merger Effective Time”) and the denominator of which is equal to the volume weighted average daily ASX closing price for a common share of Parent for the five consecutive trading days ending five business days prior to the Closing Date.

 

Contractor Company Options

 

At the Merger Effective Time, each option to purchase Company Shares held by a holder who will not be an employee of Parent or any of its subsidiaries following the Merger, but will continue to provide services to Parent or any of its subsidiaries following the Merger (each, a “Continuing Contractor”), that is unexpired, unexercised and outstanding immediately prior to the Merger Effective Time and is not a Cashed‑Out Company Option (each, a “Contractor Option”), will be canceled and converted into the right to receive, subject to a vesting schedule provided in the Business Combination Agreement and to the Continuing Contractor’s continued service with Parent or any of its subsidiaries through the applicable vesting dates, a cash amount equal to the product of (x) the number of Company Shares subject to such option, multiplied by (y) the excess, if any, of $29.50 over the applicable per share exercise price for such option, with such amount reduced by any applicable payroll, income or other withholding Taxes, provided that any Contractor Option with a per-share exercise price equal to or exceeding $29.50 will be automatically terminated as of the Merger Effective Time. The holder of such Contractor Option will then have no further rights with respect to such Contractor Option, apart from the cash payment described in this paragraph.

 

Cashed‑Out Company RSUs

 

At the Merger Effective Time each Company restricted share unit award (each, a “Company RSU”) that is outstanding immediately prior to the Merger Effective Time and that has fully vested immediately prior to the Merger Effective Time, or is scheduled to fully vest within thirty days following the Merger Effective Time in accordance with its terms (each, a “Cashed‑Out Company RSU”), will be canceled and converted into the right to receive a cash amount equal to the product of (x) the number of Company Shares subject to such Company RSU multiplied by (y) $29.50, with such amount reduced by any applicable payroll, income or other withholding Taxes. The holder of such Cashed-Out Company RSU will then have no further rights with respect to such Cashed-Out Company RSU, apart from the cash payment described in this paragraph.

 

Assumed Company RSUs

 

At the Merger Effective Time, each Company RSU held by a Continuing Employee that is outstanding immediately prior to the Merger Effective Time and is not a Cashed‑Out Company RSU (each, an “Assumed RSU”), will be assumed by Parent and converted in accordance with the terms of the Company equity plan and/or restricted stock unit agreement by which it is evidenced (including the vesting schedule and any vesting acceleration for each such Assumed RSU), into a restricted share unit of Parent, covering a number of ordinary shares of Parent equal to the product of the number of Company Shares that were issuable with respect to the Assumed RSU immediately prior to the Merger Effective Time multiplied by the Exchange Ratio (as defined below), and rounded down to the nearest whole share. The restricted share units issued by Parent in assumption of the Assumed RSUs which were originally granted under the trustee capital gains route of Section 102 of the Ordinance, shall be issued under an equity compensation plan of Parent which was filed for approval under the trustee capital gains route of Section 102 of the Ordinance and shall be issued to or controlled by the trustee nominated by Parent pursuant to Section 102 of the Ordinance and shall be subject to the provisions of the Options Tax Ruling or Interim Options Tax Ruling (as applicable). The holder of such Assumed RSU will then have no further rights with respect to such Assumed RSU, apart from any rights described in this paragraph.

 

Contractor Company RSUs

 

At the Merger Effective Time, each Company RSU held by a Continuing Contractor, that is outstanding immediately prior to the Merger Effective Time and is not a Cashed‑Out Company RSU (each, a “Contractor RSU”), will be canceled and converted into the right to receive, at the same time as such Contractor RSU would have vested pursuant to the terms of the applicable Company equity plan and/or award agreement by which it is evidenced (including any vesting acceleration), and subject to the Continuing Contractor’s continued service with Parent or any of its subsidiaries through the applicable vesting dates, a cash amount equal to the product of (x) the number of Company RSUs subject to such option, multiplied by (y) $29.50, with such amount reduced by any applicable payroll, income or other withholding Taxes. The holder of such Contractor RSU will then have no further rights with respect to such Contractor RSU, apart from the cash payment described in this paragraph.

 

For a more complete description of the treatment of Company equity awards, see the section of this shareholder circular entitled “The Business Combination Agreement—Treatment of Company Equity Awards.”

 

The Cayman Shareholder Meeting

 

Date, Time and Place

 

The Cayman Shareholder Meeting will be held on or about April 25, 2024 via a video-conferencing service. The Company will provide an additional notice on Form 6-K prior to the Cayman Shareholder Meeting with respect to the final date and time of the Cayman Shareholder Meeting and a weblink to attend the video conference for the Cayman Shareholder Meeting.

 

Record Date; Shares Entitled to Vote

 

You are entitled to notice of and to vote at the Cayman Shareholder Meeting or any adjournment, reconvening, postponement or other delay thereof if you own Company Shares at the close of business on April 1, 2024 (the “Record Date”). You are also entitled to vote at the Cayman Shareholder Meeting if you hold Company Shares through a bank, broker or other nominee which is one of our shareholders of record at the close of business on the Record Date. You will have one vote at the Cayman Shareholder Meeting for each Company Share that you owned at the close of business on the Record Date.

 

Purpose

 

At the Cayman Shareholder Meeting, you will be asked to consider and vote on the following Cayman Meeting Proposals:

 

 

 

 

Quorum and Required Vote—The Cayman Meeting Proposals

 

The approval of each of the Merger Proposal and the Statutory Plan of Merger Proposal requires the affirmative vote of shareholders holding at least sixty six point seven percent (66.7%) of the Company Shares present or represented at the Cayman Shareholder Meeting (or any adjournment, reconvening or postponement thereof), in person or by proxy, and entitled to vote on the Cayman Meeting Proposals. Approval of the Waiver Proposal requires the affirmative vote of shareholders holding more than fifty percent (50%) of the Company Shares entitled to vote on such proposal. The presence, in person or by proxy, or representation of two Company shareholders entitled to vote at the Cayman Shareholder Meeting constitutes a quorum for purposes of holding the Cayman Shareholder Meeting and voting on the Cayman Meeting Proposals. If within an hour from the time appointed for the Cayman Shareholder Meeting a quorum is not present, the Cayman Shareholder Meeting shall stand adjourned to the next business day, at the same time and place, and if at the adjourned meeting a quorum is not present within an hour from the time appointed for the meeting the shareholder or shareholders present and entitled to vote shall form a quorum.

 

Approximately 61% of the Company Shares held by the Significant Shareholders (as defined below) committed under the Support Agreement (as further described below) to vote in favor of the Cayman Meeting Proposals.

 

Support Agreement

 

Concurrently with the execution of the Business Combination Agreement, certain of the Company’s shareholders holding approximately 61% of the Company Shares then outstanding (each a “Significant Shareholder” and together, the “Significant Shareholders”) entered into a support agreement with Parent attached to this shareholder circular as Annex D (the “Support Agreement”) have irrevocably agreed, among other things, to (a) certain restrictions on the transfer of the Company Shares owned by such Significant Shareholders, (b) vote all of the Company Shares owned by such Significant Shareholders at any meeting of the shareholders of the Company in favor of, and otherwise support the Transactions, including (i) the approval and adoption of the Business Combination Agreement, the Continuation Articles, the Statutory Plan of Merger (including the memorandum and articles of association enclosed therewith) and the Transactions, (ii) the approval of waiving any shareholder notice requirements under the Continuation Articles or any law applicable to calling, holding and convening the meeting of the shareholders of the Company to be held in the Cayman Islands following the Continuation (or any adjournment, reconvening or postponement thereof) and (iii) effective upon the Continuation, the change of the Company’s name to “Neo Group Ltd.,” (c) unconditionally and irrevocably grant to Parent and up to two of Parent’s designated representatives as each Significant Shareholder’s proxy and attorney-in-fact (with full power of substitution) for and in the name, place and stead of such Significant Shareholder to vote or cause to be voted (including by proxy or written consent, if applicable) all of the Company Shares owned by such Significant Shareholders in accordance and consistent with the Support Agreement, with respect to the matters specified above and (d) avoid taking certain actions adverse to the Transactions.

 

Share Ownership of Our Directors and Executive Officers

 

As of March 31, 2024, each of Barak Matalon, Aharon Aran and Oded Gottfried beneficially owned approximately 28.5%, 7.1% and 1.8% of the Company Shares, respectively, and no other director or executive officer, individually or in the aggregate, beneficially owned one percent or more of the Company Shares. Our directors and executive officers have informed us that they currently intend to vote (1) “FOR” the Merger Proposal; (2) “FOR” the Statutory Plan of Merger Proposal; and (3) “FOR” the Waiver Proposal.

 

Voting and Proxies

 

Any shareholder of record entitled to vote may submit a proxy by returning a signed proxy card by mail in the accompanying prepaid reply envelope to be received by the Company’s tabulation agent, Broadridge, by 11:59 p.m. (Eastern time) on April 22, 2024, or by granting a proxy electronically over the Internet or by telephone to be received no later than 11:59 p.m. (Eastern time) on April 22, 2024, or may vote in person by appearing at the Cayman Shareholder Meeting.

 

If you are a beneficial owner and hold your Company Shares in “street name” through a bank, broker or other nominee on Nasdaq, you should instruct your bank, broker or other nominee of how you wish to vote your Company Shares using the instructions provided by your bank, broker or other nominee.  In most instances you will be able to vote over the Internet, by telephone or by mail. You may also vote in person at the Cayman Shareholder Meeting if you obtain a “legal proxy” from your bank, broker or other nominee. Under applicable stock exchange rules, such banks, brokers or other nominees have the discretion to vote on routine matters. The Cayman Meeting Proposals are non‑routine matters, and such banks, brokers and other nominees cannot vote on these proposals without your instructions at the Cayman Shareholder Meeting. Therefore, it is important that you cast your vote or instruct your bank, broker or nominee on how you wish to vote your Company Shares.

 

You may change your vote or revoke your proxy prior to the Cayman Shareholder Meeting. If you are a shareholder of record, you may change your vote or revoke your proxy before the Cayman Shareholder Meeting by (1) delivering a written notice of revocation to the Company’s corporate secretary; (2) delivering a duly executed proxy card to the Company’s corporate secretary bearing a later date than the proxy being revoked; (3) submitting a proxy electronically or over the Internet or by telephone (only your last telephone or internet proxy will be counted); or (4) attending the Cayman Shareholder Meeting in person and withdrawing your proxy or changing your vote. Only the change of vote and revocations of proxy received before 11:59 pm, Eastern time on April 22, 2024, shall be counted and taken into account in order to ensure that your later proxy is received in time for the Cayman Shareholder Meeting. Attendance alone at the Cayman Shareholder Meeting will not revoke a proxy. The address of the registered office for purposes of revoking your proxy pursuant to clauses (1) and (2) in the second preceding sentence is 63-65, rue de Merl, L-2146 Luxembourg, Grand Duchy of Luxembourg. If you wish to change your vote by mail, you should contact our Proxy Solicitor, at the address set forth below and request a new proxy card or voting instruction form.

 

Morrow Sodali, LLC
333 Ludlow Street, 5^th Floor, South Tower
Stamford CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: NGMS@investor.morrowsodali.com

 

If you hold your Company Shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. In most instances this can be done over the phone or internet. Interests of the Company’s Directors and Executive Officers in the Merger

 

When considering the recommendation of the Board that you vote to approve each of the Cayman Meeting Proposals, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a shareholder. The Board was aware of these interests during its deliberations on the merits of the Merger and in deciding to recommend that the Company’s shareholders vote in favor of each of the Cayman Meeting Proposals. These interests generally include, among others, the rights to accelerated vesting of equity awards, continued employment with the Surviving Company, the indemnification and insurance and certain payments and benefits provisions contained in or permitted by the Business Combination Agreement, as described in more detail under the section of this shareholder circular entitled “The Continuation and the Merger—Interests of the Company’s Directors and Executive Officers in the Merger.”

 

Market Price Information

 

The Company Shares are listed on Nasdaq under the trading symbol “NGMS.” The closing sale price of the Company Shares on Nasdaq on May 12, 2023, the last trading day prior to the execution of the Business Combination Agreement, was $12.84 per share, compared to which the Merger Consideration represents a premium of approximately 130%. The volume-weighted average sale price on Nasdaq during the 90-day period ended May 12, 2023 was $14.45 per share, representing a premium of approximately 104%. On April 8, 2024, the latest trading day before the date of this shareholder circular, the closing price per share of the Company Shares on Nasdaq was $29.00.

 

Recommendation of the Board – The Continuation and the Merger

 

The Board, after considering various factors described under the section of this shareholder circular entitled “The Continuation and the Merger—Reasons for the Merger and Recommendation of the Board,” has unanimously (i) determined that the Company’s entry into the Business Combination Agreement and the consummation of the Transactions, including the Continuation and the Merger, are fair to, and in the best interests of, the Company and its shareholders and (ii) authorized, declared advisable and approved in all respects, the Business Combination Agreement, the delivery and performance of the Business Combination Agreement and the consummation of the Transactions, upon the terms and subject to the conditions set forth in the Business Combination Agreement. The Board unanimously recommends that you vote (1) “FOR” the Merger Proposal; (2) “FOR” the Statutory Plan of Merger Proposal; and (3) “FOR” the Waiver Proposal.

 

First Luxembourg Shareholder Approval

 

On July 18, 2023 at the First Luxembourg Shareholder Meeting, the shareholders of the Company resolved to approve:

 

 

 

 

 

 

 

Q:	Why am I receiving these materials?

A:

You are receiving this shareholder circular from us because you were a shareholder of the Company of record at the close of business on April 1, 2024. You are entitled to attend the Cayman Shareholder Meeting and are entitled to vote on the items of business described in this shareholder circular if you own Company Shares at the close of business on the Record Date. Your vote is very important, and we encourage you to vote by proxy or voting instruction form as soon as possible.

Q:	What am I being asked to vote on at the Cayman Shareholder Meeting?

(1)

the Merger Proposal;

(2)

the Statutory Plan of Merger Proposal; and

(3)

the Waiver Proposal.

Q:	What happens if additional matters are presented at the Cayman Shareholder Meeting?

A:

The only items of business that the Board intends to present at the Cayman Shareholder Meeting are the Cayman Meeting Proposals set forth in this shareholder circular. No shareholder has advised us of the intent to present any other matter, and we are not aware of any other matters to be presented at the meeting. If any other matter or matters are brought before the meeting in accordance with the provisions of the Continuation Articles and the Cayman Companies Act, the person(s) named as your proxyholder(s), if any, will have the discretion to vote your Company Shares on such matters in accordance with their best judgement and as they deem advisable.

Q:	When and where is the Cayman Shareholder Meeting?

A:

The Cayman Shareholder Meeting will take place on or about April 25, 2024 via a video-conferencing service. The Company will provide an additional notice on Form 6-K prior to the Cayman Shareholder Meeting with respect to the final date and time of the Cayman Shareholder Meeting and a weblink to attend the video conference for the Cayman Shareholder Meeting.

Q:	Who is entitled to vote at the Cayman Shareholder Meeting?

A:

Shareholders as of the Record Date are entitled to notice of and to vote at the Cayman Shareholder Meeting. On a show of hands every shareholder present in person and every person representing a shareholder by proxy shall each have one vote and on a poll every shareholder and every person representing a shareholder by proxy shall have one vote for each Company Share of which they or the person represented by proxy is the holder.

Q:	What shares can I vote at the Cayman Shareholder Meeting?

A:	You may vote all of the Company Shares you owned as of the Record Date, including Company Shares held directly in your name as the shareholder of record and all Company Shares held for you in “street name” as the beneficial owner through a broker, trustee or other nominee such as a bank.

Q:	How many votes do I have?

A:	Each Company shareholder of record is entitled to one vote for each Company Share held of record by the shareholder as of the close of business on the Record Date.

Q:	If I purchased my Company Shares after the Record Date, may I vote these shares at the Cayman Shareholder Meeting?

A:

No. A shareholder is not entitled to vote Company Shares purchased after the Record Date because the shareholder was not the holder of record of those Company Shares on the Record Date. Only the holders as of the Record Date may vote Company Shares. However, such shareholder’s Company Shares will be automatically converted into and represent the right to receive the Merger Consideration upon completion of the Merger, unless the record holder of those Company Shares following the Continuation validly dissent and exercise their appraisal rights. For more information regarding appraisal rights, see the section of this shareholder circular entitled “The Continuation and the Merger—Appraisal Rights”).

Q:	How may I vote?

A:

Shareholders of Record: If you are a shareholder of record, you can vote either in person at the Cayman Shareholder Meeting or by authorizing another person as your proxy, whether or not you attend the Cayman Shareholder Meeting. You may vote by proxy to be received in any case no later than 11:59 p.m. (Eastern time) on April 22, 2024, in any of the manners below:

•

By mail—If you are a shareholder of record, you can submit a proxy by completing, dating, signing and returning your proxy card in the postage-paid envelope provided to be received by the Company’s tabulation agent, Broadridge, by 11:59 p.m. (Eastern time) on April 22, 2024. You should sign your name exactly as it appears on the enclosed proxy card. If you are signing in a representative capacity (for example, as a guardian, executor, trustee, custodian, attorney or officer of a corporation), please indicate your name and title or capacity.

•

By telephone—If you are a shareholder of record, you can submit a proxy by telephone by calling the toll-free number listed on the enclosed proxy card or voting instruction form, entering your control number located on the enclosed proxy card or voting instruction form and following the prompts.

•

By Internet—If you are a shareholder of record, you can submit a proxy over the Internet by logging on to the website listed on the enclosed proxy card or voting instruction form, entering your control number located on the enclosed proxy card or voting instruction form and submitting a proxy by following the on-screen prompts.

Q:	What happens if I do not indicate how to vote on the proxy card or voting instruction form?

A:

If you vote by proxy, your Company Shares will be voted at the Cayman Shareholder Meeting in the manner you indicate (by marking a box on your proxy card). If your Company Shares are held in your name (and not in “street name” through a broker) and if you sign your proxy card, but do not specify how you want your Company Shares to be voted, they will be counted as present for the purpose of determining the presence or absence of a quorum for the Cayman Shareholder Meeting, but they will not be counted in tabulating the voting result for any particular proposal.

Q:	If any broker, bank or other nominee holds my shares in “street name,” will my nominee vote my shares for me?

A:

No. Your bank, broker or other nominee is not permitted to vote your Company Shares on any proposal currently scheduled to be considered at the Cayman Shareholder Meeting unless you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your Company Shares. Without instructions, your Company Shares will not be counted as voted at the Cayman Shareholder Meeting.

Q:	How are “broker non‑votes” counted?

A:	Broker non‑votes will be counted as present for the purpose of determining the presence or absence of a quorum for the Cayman Shareholder Meeting, but they will not be counted in tabulating the voting result for the Cayman Meeting Proposals.

Q:	How are abstentions counted?

A:

If you return a proxy card that indicates an abstention from voting on all matters, the Company Shares represented by your proxy will be counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business, but they will not be counted in tabulating the voting result for any particular proposal.

Q:	May I attend the Cayman Shareholder Meeting and vote in person?

A:

Yes. All registered shareholders of record as of the Record Date may attend the Cayman Shareholder Meeting and vote. Such attendance will be via a video-conferencing service. The Company will provide an additional notice on Form 6-K prior to the Cayman Shareholder Meeting with respect to the final date and time of the Cayman Shareholder Meeting and a weblink to attend the video conference for the Cayman Shareholder Meeting. To be admitted to the Cayman Shareholder Meeting via the video conference weblink, you will need to provide the control number assigned to you as a registered holder or, if as a beneficial holder, by your Broker.  You will be admitted to the Cayman Shareholder Meeting only if we are able to verify your status as a shareholder, as of the Record Date.

Q:	What is the proposed Merger and what effects will it have on the Company?

A:

The proposed Merger is the acquisition of the Company by Parent. Following the Continuation, if the Cayman Merger Proposal is approved by shareholders at the Cayman Shareholder Meeting and the Merger Conditions have been satisfied or waived, Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Company. As a result of the Merger, the Company will become a wholly owned, indirect subsidiary of Parent, and the Company Shares will no longer be publicly traded and will be delisted from Nasdaq. In addition, the Company Shares will be deregistered under the Exchange Act, and the Company will no longer file periodic reports with the SEC.

Q:	Will I be able to trade, sell or otherwise transfer my shares following the Continuation?

A:

No. Following the Continuation, unless a Re-Continuation has occurred, the Company will not permit any transfers on the register of members of the Company and trading of Company Shares on Nasdaq will be suspended. Upon completion of the Merger, the Company will permanently de-list the Company Shares from Nasdaq.

Q:	What will I receive if the Merger is completed?

A:

Upon completion of the Merger, you will be entitled to receive the Merger Consideration for each Company Share that you owned immediately prior to the Merger Effective Time. For example, if you owned 100 Company Shares immediately prior to the Merger Effective Time, you will receive $2,950.00 in cash in exchange for your Company Shares, less any applicable withholding taxes.

Q:	How does the Merger Consideration compare to the unaffected market price of the Company Shares?

A:

The $29.50 per share Merger Consideration (before any applicable withholding taxes) constitutes a premium of approximately 130% to the per share closing price of the Company Shares on Nasdaq on May 12, 2023, the last trading day prior to the execution of the Business Combination Agreement. The volume-weighted average sale price on Nasdaq during the 90-day period ended May 12, 2023 was $14.45 per share, representing a premium of approximately 104%. On April 8, 2024, the latest trading day before the date of this shareholder circular, the closing price of the Company Shares on Nasdaq was $29.00.

Q:	What do I need to do now?

A:

We encourage you to read this shareholder circular, the annexes to this shareholder circular and the documents that we refer to in this shareholder circular carefully and consider how the Continuation and the Merger affect you. Then sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, or grant your proxy electronically over the Internet or by telephone so that your Company Shares can be voted at the Cayman Shareholder Meeting. If you hold your Company Shares in “street name,” please refer to the voting instruction forms provided by your bank, broker or other nominee to vote your Company Shares.

Q:	What happens if I sell or otherwise transfer my Company Shares after the Record Date but before the Cayman Shareholder Meeting?

A:	The Record Date for the Cayman Shareholder Meeting is earlier than the date of the Cayman Shareholder Meeting and the date on which the Merger is expected to be completed.

Q:	How does the Board recommend that I vote?

A:

The Board, after considering the various factors described under the section of this shareholder circular entitled “The Continuation and the Merger—Reasons for the Merger and Recommendation of the Board,” has unanimously (i) determined that the Company’s entry into the Business Combination Agreement and consummation of the Transactions, including the Continuation and the Merger, are fair to, and in the best interests of, the Company and its shareholders; and (ii) authorized, declared advisable and approved in all respects, the Business Combination Agreement, the delivery and performance of the Business Combination Agreement and the consummation of the Transactions, upon the terms and subject to the conditions set forth in the Business Combination Agreement. The Board unanimously recommends that you vote (1) “FOR” the Merger Proposal; (2) “FOR” the Statutory Plan of Merger Proposal; and (3) “FOR” the Waiver Proposal.

Q:	What happens if the Continuation is not completed?

A:

If the Continuation is not completed and the Business Combination Agreement is terminated, shareholders will not receive any Merger Consideration for their Company Shares. Instead, the Company will remain a public company, the Company Shares will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and the Company will continue to file periodic reports with the SEC.

Q:	What happens if the Continuation is completed but the Merger is not completed?

A:

If the Continuation is completed and the Continuation Period begins, trading of Company Shares on Nasdaq will be suspended, and you will not be able to transfer or sell your shares during the Continuation Period. If the Merger is not completed by the end of the Continuation Period, the Company will take all actions to effect the Re-Continuation and unwind the effects of the Continuation, including convening the Second Luxembourg Shareholder Meeting to obtain shareholder approval, and to resume trading of the Company Shares on Nasdaq. In such a scenario, following the completion of the Re-Continuation and subject to the approval by Nasdaq, the Company would remain a public company, the Company Shares would resume their trading on Nasdaq and their registration under the Exchange Act, and the Company would continue to file periodic reports with the SEC. However, Parent, Merger Sub and Company would remain subject to the terms and conditions of the Business Combination Agreement unless it is terminated in accordance with its terms.

Q:	Will there be a Second Luxembourg Shareholder Meeting if the Continuation and the Merger are completed?

A:

If the Company has completed the Continuation and the Merger by the end of the Continuation Period, the convening notice to the Second Luxembourg Shareholder Meeting shall be null and void and the Second Luxembourg Shareholder Meeting will therefore no longer take place. Consequently, any proxies granted by the shareholders for the Second Luxembourg Shareholder Meeting will also be void and no longer valid.

Q:	What vote is required to approve the Cayman Meeting Proposals?

A:

The approval of each of the Merger Proposal and the Statutory Plan of Merger Proposal requires the affirmative vote of shareholders holding at least sixty six point seven percent (66.7%) of the Company Shares present or represented at the Cayman Shareholder Meeting (or any adjournment, reconvening or postponement thereof), in person or by proxy, and entitled to vote on the Cayman Meeting Proposals. Approval of the Waiver Proposal requires the affirmative vote of shareholders holding more than fifty percent (50%) of the Company Shares entitled to vote on such proposal.

Q:	How does the Support Agreement impact the vote for the Cayman Meeting Proposals?

Q:	How many shares must be present or represented to conduct business at the Cayman Shareholder Meeting (that is, what constitutes a quorum)?

A:	The presence or representation in person or by proxy of two Company shareholders entitled to vote at the Cayman Shareholder Meeting constitutes a quorum for purposes of holding the Cayman Shareholder Meeting and voting on the Cayman Meeting Proposals.

Q:	What happens if a quorum is not present?

A:

If within an hour from the time appointed for the Cayman Shareholder Meeting a quorum is not present, the Cayman Shareholder Meeting shall stand adjourned to the next business day, at the same time and place, and if at the adjourned meeting a quorum is not present within an hour from the time appointed for the meeting the shareholder or shareholders present and entitled to vote shall form a quorum.

Q:	What is the difference between holding Company Shares as a shareholder of record and as a beneficial owner?

A:	Most of our shareholders hold their Company Shares through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Q:	May I change my vote after I have mailed my signed proxy card?

A:	Yes. You may change your vote or revoke your proxy prior to the Cayman Shareholder Meeting.

Q:	What is a proxy?

A:

A proxy is a document by which you authorize a person to be your representative at a meeting of the Company and to vote for you at that meeting of shareholders in the way that you have directed. That document is called a “proxy card” or, if your Company Shares are held in street name and you give instructions to the record holder of your Company Shares, is called a “voting instruction form.”

Q:	What should I do if I receive more than one proxy card or voting instruction form?

A:

You may receive more than one set of these proxy solicitation materials, including multiple copies of this shareholder circular and multiple proxy cards or voting instruction forms. Please complete, sign date and return all proxy cards and voting instruction forms you receive, or vote each group of Company Shares by mail, telephone or over the Internet to ensure that all your Company Shares are voted. For example, if you hold your Company Shares in more than one brokerage account, you may receive a separate voting instruction form for each brokerage account in which you hold Company Shares. In addition, if you are a shareholder of record and your Company Shares are registered in more than one name, you may receive more than one proxy card.

Q:	Who will count the votes?

A:	The chair of the Board, acting on behalf of the Company, will determine whether a quorum is present and tabulate the affirmative and negative votes, abstentions and broker non-broker, if any.

Q:	Where can I find the voting results of the Cayman Shareholder Meeting?

A:

The Company intends to publish final voting results in a Report of Foreign Private Issuer on Form 6‑K to be furnished to the SEC as soon as practicable following the Cayman Shareholder Meeting. All reports that the Company files or furnishes with the SEC are publicly available when filed or furnished. See the section of this shareholder circular entitled “Where You Can Find More Information; Information Incorporated By Reference.”

Q:	Will the Continuation and the Merger constitute taxable transactions for Luxembourg tax purposes?

A:

The Continuation may, at the level of Luxembourg resident and non-resident holders of Company Shares, constitute a taxable transaction to holders of Company Shares for Luxembourg tax purposes. Further, the receipt of the Merger Consideration in exchange for Company Shares may constitute a taxable transaction to Luxembourg resident holders of Company Shares for Luxembourg tax purposes. For more details, please refer to “The Continuation and the Merger—Material U.S. Federal and Luxembourg Income Tax Consequences and Israeli Tax Consequences of the Continuation and the Merger-—Luxembourg Income Tax Consequences of the Continuation” and “The Continuation and the Merger—Material U.S. Federal and Luxembourg Income Tax Consequences and Israeli Tax Consequences of the Continuation and the Merger-—Luxembourg Capital Gains Tax Consequences of the Merger”.

Q:	Will U.S. Holders be subject to U.S. federal income tax upon the exchange of Company Shares for cash pursuant to the Merger?

A:

The Continuation is not expected to be a taxable transaction to U.S. Holders (as defined in “The Continuation and the Merger—Material U.S. Federal and Luxembourg Income Tax Consequences and Israeli Tax Consequences of the Continuation and the Merger—Material U.S. Federal Income Tax Consequences”) for U.S. federal income tax purposes. The exchange of the Company Shares for cash pursuant to the Merger will be a taxable transaction for U.S. Holders for U.S. federal income tax purposes and for Israeli-resident Holders for Israeli tax purposes. For more details, see “The Continuation and the Merger—Material U.S. Federal and Luxembourg Income Tax Consequences and Israeli Tax Consequences of the Continuation and the Merger”.

Q:	What will the holders of Company equity awards receive in the Merger?

A:	Cashed-Out Company Options

Q:	When do you expect the Merger to be completed?

A:

The Merger has been approved by the respective boards of directors of Parent, the Company and Merger Sub and by the Company’s shareholders at the First Luxembourg Shareholder Meeting and we are working towards completing the Merger as quickly as reasonably possible. Several conditions must be satisfied or waived before the Merger is completed. See the section of this document titled “The Business Combination Agreement—Conditions to the Effectuation of the Continuation and to the Closing of the Merger” for further information regarding the Continuation Conditions and the Merger Conditions. The Merger is expected to be completed in approximately 16 days from the date of this shareholder circular. However, the exact timing of completion of the Merger cannot be predicted, nor can the parties assume that the Merger will be completed, because completion of the Merger is subject to the Merger Conditions, many of which are outside of our control.

Q:	Am I entitled to appraisal rights?

A:

Yes. Company Shares that are outstanding following the Continuation Effective Time and immediately prior to the Merger Effective Time and which are held by shareholders who have validly indicated by way of written objection (pursuant to Section 238(2) of the Cayman Companies Act) their desire to dissent with respect to such Company Shares shall not be converted into or represent the right to receive the Merger Consideration attributable to such Company Shares. Such shareholders shall be entitled to receive payment of the fair value of such shares held by them in accordance with the Cayman Companies Act. Shareholders wishing to object to the Cayman Merger Proposal at the Cayman Shareholder Meeting must do so in writing to the Company prior to the Cayman Shareholder Meeting. For further details regarding appraisal rights, please refer to the section of this shareholder circular entitled “The Continuation and the Merger—Appraisal Rights.”

Q:	Are there any risks that I should consider as a Company shareholder in deciding how to vote?

A:

Yes. You should read and carefully consider the risk factors set forth in the section titled “Risk Factors” of this shareholder circular. You also should read and carefully consider other risk factors of the Company contained in the Company’s most recent Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on April 28, 2023, and incorporated by reference into this shareholder circular.

Q:	Do any of the Company’s directors or officers have any interests in the Merger?

A:

Yes. Our directors and executive officers may have interests in the Merger that may be different from, or in addition to, your interests as a shareholder. The Board was aware of these interests during its deliberations on the merits of the Merger and in deciding to recommend that shareholders vote in favor of the Cayman Meeting Proposals. These interests are described in more detail under the section of this shareholder circular entitled “The Continuation and the Merger—Interests of the Company’s Directors and Executive Officers in the Merger.”

Q:	Who will solicit and pay the cost of soliciting proxies?

A:

The Company has engaged Morrow Sodali, LLC, which is referred to as the “Proxy Solicitor,” to assist in the solicitation of proxies for the Cayman Shareholder Meeting (and the Second Luxembourg Shareholder Meeting). The Company estimates that it will pay Morrow Sodali, LLC an aggregate fee of approximately $10,000, plus reimbursement for certain out-of-pocket fees and expenses. The Company has agreed to indemnify Morrow Sodali, LLC against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). The Company also may reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Company Shares. Company and Parent directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

Q:	What should I do now?

A:

You should read this shareholder circular carefully and in its entirety, including the annexes, and either make provisions to attend the Cayman Shareholder Meeting in person, return your completed, signed and dated proxy card by mail in the enclosed postage-paid envelope or submit your voting instructions by phone or Internet as soon as possible so that your Company Shares will be voted in accordance with your instructions.

Q:	Who can help answer my questions?

A:

If you have any questions concerning the Cayman Shareholder Meeting, the Cayman Meeting Proposals, the Merger or any other matter related to the accompanying shareholder circular, would like additional copies of the accompanying shareholder circular or need help voting your Company Shares, please contact our Proxy Solicitor:

A:

You are receiving this shareholder circular from us because you were a shareholder of the Company of record at the close of business on April 1, 2024. In the event of the Re-Continuation Scenario, you are entitled to attend the Second Luxembourg Shareholder Meeting and are entitled to vote on the items of business described in this shareholder circular if you own Company Shares at the close of business on the Record Date of April 1, 2024, 2024. Your vote is very important and we encourage you to vote by proxy or voting instruction form as soon as possible.

Q:

When and where is the Second Luxembourg Shareholder Meeting?

A:

In the event that the Company has completed the Continuation but, together with the Merger Sub, has not filed the Statutory Plan of Merger with the Cayman Registrar within three business days from the Continuation Effective Time due to the failure of certain closing conditions contained in the Business Combination Agreement to be satisfied or waived, the Company is expecting to hold the Second Luxembourg Shareholder Meeting in order to approve the Luxembourg Proposals.

Q:	What am I being asked to vote on at the Second Luxembourg Shareholder Meeting?

A:	You are being asked to vote on the following proposals:

A:

The only items of business that the Board intends to present at the Second Luxembourg Shareholder Meeting are the Luxembourg Proposals set forth in this shareholder circular. No shareholder has advised us of the intent to present any other matter, and we are not aware of any other matters to be presented at the meeting. If any other matter or matters are brought before the meeting in accordance with the provisions of the Continuation Articles and the Luxembourg Company Law, the person(s) named as your proxyholder(s), if any, will have the discretion to vote your Company Shares on such matters in accordance with their best judgment and as they deem advisable.

A:

Shareholders as of the Record Date of April 1, 2024 are entitled to notice of the Second Luxembourg Shareholder Meeting and to vote at the Second Luxembourg Shareholder Meeting. Each holder of Company Shares is entitled to cast one vote on each matter properly brought before the Second Luxembourg Shareholder Meeting for each Company Share owned as of the Record Date.

Q:	What shares can I vote at the Second Luxembourg Shareholder Meeting?

A:

You may vote all of the Company Shares you owned as of the Record Date of April 1, 2024, including Company Shares held directly in your name as the shareholder of record and all Company Shares held for you in “street name” as the beneficial owner through a broker, trustee or other nominee such as a bank.

Q:	How many votes do I have at the Second Luxembourg Shareholder Meeting?

A:	Each Company shareholder of record is entitled to one vote for each Company Share held of record by the shareholder as of the close of business on the Record Date.

Q:	If I purchased my Company Shares after the Record Date of April 1, 2024, may I vote these shares at the Second Luxembourg Shareholder Meeting?

A:	No. A shareholder is not entitled to vote Company Shares purchased after the Record Date of April 1, 2024 because the shareholder was not the record holder of those shares on the Record Date of April 1, 2024. Only the holders as of the Record Date of April 1, 2024 may vote Company Shares.

Q:	How may I vote?

A:

Shareholders of Record: If you are a shareholder of record, you can vote either in person at the Second Luxembourg Shareholder Meeting or by authorizing another person as your proxy, whether or not you attend the Second Luxembourg Shareholder Meeting. You may vote by proxy, to be received in any case no later than 11:59 pm (Eastern time) on April 30, 2024, in any of the manners below:

•

By mail—If you are a shareholder of record, you can submit a proxy by completing, dating, signing and returning your proxy card or voting instruction form in the postage-paid envelope provided, which Broadridge must receive by 11:59 p.m. (Eastern time) on April 30, 2024. You should sign your name exactly as it appears on the enclosed proxy card or voting instruction form. If you are signing in a representative capacity (for example, as a guardian, executor, trustee, custodian, attorney or officer of a corporation), please indicate your name and title or capacity.

•

By telephone—If you are a shareholder of record, you can submit a proxy by telephone by calling the toll-free number listed on the enclosed proxy card or voting instruction form, entering your control number located on the enclosed proxy card or voting instruction form and following the prompts.

•

By Internet—If you are a shareholder of record, you can submit a proxy over the Internet by logging on to the website listed on the enclosed proxy card or voting instruction form, entering your control number located on the enclosed proxy card or voting instruction form and submitting a proxy by following the on-screen prompts.

Q:	What happens if I do not indicate how to vote on the proxy card or voting instruction form?

A:

If you vote by proxy, your Company Shares will be voted at the Second Luxembourg Shareholder Meeting in the manner you indicate (by marking a box on your proxy card). If your Company Shares are held in your name (and not in “street name” through a broker) and if you sign your proxy card, but do not specify how you want your Company Shares to be voted, they will be counted as present for the purpose of determining the presence or absence of a quorum for the Second Luxembourg Shareholder Meeting, but they will not be counted in tabulating the voting result for any particular proposal.

Q:	If any broker, bank or other nominee holds my shares in “street name,” will my nominee vote my shares for me?

A:

No. Your bank, broker or other nominee is not permitted to vote your Company Shares on any proposal currently scheduled to be considered at the Second Luxembourg Shareholder Meeting unless you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your Company Shares. Without instructions, your Company Shares will not be counted as voted at the Second Luxembourg Shareholder Meeting.

Q:	How are “broker non‑votes” counted?

A:	Broker non‑votes will be counted as present for the purpose of determining the presence or absence of a quorum for the Second Luxembourg Shareholder Meeting, but they will not be counted in tabulating the voting result for any of the Luxembourg Proposals.

Q:	How are abstentions counted?

A:

If you return a proxy card that indicates an abstention from voting on all matters, the Company Shares represented by your proxy will be counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business, but they will not be counted in tabulating the voting result for any particular proposal.

Q:	May I attend the Second Luxembourg Shareholder Meeting and vote in person?

A:

Yes. All shareholders of record as of the Record Date may attend the Second Luxembourg Shareholder Meeting and vote in person. To be admitted to the Second Luxembourg Shareholder Meeting, you will need a form of photo identification. You will be admitted to the Second Luxembourg Shareholder Meeting only if we are able to verify your status as a registered shareholder by checking your name against the list of registered shareholders on the Record Date.

Q:	What is the proposed Re-Continuation and what effects will it have on the Company?

A:

Unless otherwise agreed between Parent and the Company, if the Company has completed the Continuation but, together with Merger Sub, has not filed the Statutory Plan of Merger with the Cayman Registrar within the Continuation Period due to the failure of certain closing conditions contained in the Business Combination Agreement to be satisfied or waived, then, pursuant to the Business Combination Agreement, the Company shall effectuate the transfer of the Company’s statutory seat, registered office (siège statutaire) and seat of central administration (administration centrale) from the Cayman Islands to the Grand Duchy of Luxembourg in accordance with the Cayman Companies Act and Luxembourg Company Law and will take all actions necessary to (i) unwind the effects of the Continuation and transfer by way of continuation back to Luxembourg from the Cayman Islands as contemplated by the Business Combination Agreement and in accordance with the Cayman Companies Act and the Luxembourg Company Law, including convening the Second Luxembourg Shareholder Meeting to obtain shareholder approval and (ii) to resume the trading of the Company Shares on Nasdaq.

Q:	Will I be able to trade, sell or otherwise transfer my shares following the Re-Continuation?

A:	Yes, following the completion of the Re-Continuation, the Company intends for the Company Shares to continue to be listed and traded on Nasdaq and we expect you will be able to trade, sell or otherwise transfer your Company Shares.

Q:	What do I need to do now?

A:

We encourage you to read this shareholder circular, the annexes to this shareholder circular and the documents that we refer to in this shareholder circular carefully and consider how the Re-Continuation affects you. Then sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, or grant your proxy electronically over the Internet or by telephone so that your Company Shares can be voted at the Second Luxembourg Shareholder Meeting. If you hold your Company Shares in “street name,” please refer to the voting instruction forms provided by your bank, broker or other nominee to vote your Company Shares.

Q:	What happens if I sell or otherwise transfer my Company Shares after the Record Date but before the Second Luxembourg Shareholder Meeting?

A:

If you sell or transfer your Company Shares after the Record Date but before the Second Luxembourg Shareholder Meeting, you will retain your right to vote those shares at the Second Luxembourg Shareholder Meeting. Even if you sell or otherwise transfer your Company Shares after the Record Date, we encourage you to sign, date and return the enclosed proxy card in the accompanying reply envelope, or grant your proxy electronically over the Internet or by telephone.

Q:	How does the Board recommend that I vote at the Second Luxembourg Shareholder Meeting?

A:

The Board, after considering the various factors described under the section of this shareholder circular entitled “The Continuation and the Merger—Reasons for the Merger and Recommendation of the Board,” has unanimously (i) determined that the Company’s entry into the Business Combination Agreement and consummation of the Transactions, including the Re-Continuation, are fair to, and in the best interests of, the Company and its shareholders; and (ii) authorized, declared advisable and approved in all respects, the Business Combination Agreement, the delivery and performance of the Business Combination Agreement and the consummation of the Transactions, upon the terms and subject to the conditions set forth in the Business Combination Agreement. The Board unanimously recommends that you vote (1) “FOR” the Re-Continuation Proposal; (2) “FOR” the Board Election Proposal; (3) “FOR” the Auditors Approval Proposal; and (4) “FOR” the Filing Authorization Proposal.

Q:	What vote is required to approve the Luxembourg Proposals?

A:

Approval of the Re-Continuation Proposal requires the affirmative vote of shareholders holding at least sixty six point seven percent (66.7%) of the Company Shares represented at the Second Luxembourg Shareholder Meeting (or any adjournment, reconvening or postponement thereof), in person, by proxy or by electronic voting, and voting on each such proposal (excluding abstentions and broker non-votes). Approval of each of the Board Election Proposal, the Auditors Approval Proposal and the Filing Authorization Proposal requires the affirmative vote of shareholders holding more than fifty percent (50%) of the Company Shares entitled to vote on such proposal.

Q:	How does the Support Agreement impact the vote for the Luxembourg Proposals?

A:

You should be aware that, concurrently with the execution of the Business Combination Agreement, the Significant Shareholders entered into the Support Agreement, pursuant to which the Significant Shareholders have agreed, among other things, to vote in favor of and support the approval and adoption of the Business Combination Agreement, the Continuation Articles, the Statutory Plan of Merger and the Transactions, including the Continuation, the Merger itself and the Re-Continuation (if necessary upon failure of the Merger). The Support Agreement includes a power of attorney in favor of Parent to vote the shares held by the Significant Shareholders in accordance with its terms. Approximately 61% of Company Shares are subject to the Support Agreement.

Q:	How many shares must be present or represented to conduct business at the Second Luxembourg Shareholder Meeting (that is, what constitutes a quorum)?

A:	The presence (in person, by proxy or by electronic voting) of shareholders holding more than fifty percent (50%) of the Company Shares constitutes a quorum for purposes of holding the Second Luxembourg Shareholder Meeting and voting on the Luxembourg Proposals.

Q:	What happens if a quorum is not present?

A:

In the absence of the requisite quorum of shareholders at the Second Luxembourg Shareholder Meeting, the Second Luxembourg Shareholder Meeting will be reconvened to the fifteenth day following the initial date of the Second Luxembourg Shareholder Meeting and will be held at the same time and place, unless otherwise determined at the Second Luxembourg Shareholder Meeting in accordance with the Continuation Articles. At such reconvened meeting, if a quorum is not present as aforesaid, the shareholders present, in person, by proxy or by electronic voting (regardless of the voting power represented by their shares) will constitute a quorum.

Q:	What is the difference between holding Company Shares as a shareholder of record and as a beneficial owner?

A:	Most of our shareholders hold their Company Shares through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Q:	May I change my vote after I have mailed my signed proxy card?

A:	Yes. You may change your vote or revoke your proxy prior to the Second Luxembourg Shareholder Meeting.

Q:	What is a proxy?

A:

A proxy is a document by which you authorize a person to be your representative at a meeting of the Company and to vote for you at that meeting of shareholders in the way that you have directed. That document is called a “proxy card” or, if your Company Shares are held in street name and you give instructions to the record holder of your Company Shares, is called a “voting instruction form.”

Q:	What should I do if I receive more than one proxy card or voting instruction form?

A:

You may receive more than one set of these proxy solicitation materials, including multiple copies of this shareholder circular and multiple proxy cards or voting instruction forms. Please complete, sign date and return all proxy cards and voting instruction forms you receive, or vote each group of Company Shares by mail, telephone or over the Internet to ensure that all your Company Shares are voted. For example, if you hold your Company Shares in more than one brokerage account, you may receive a separate voting instruction form for each brokerage account in which you hold Company Shares. In addition, if you are a shareholder of record and your Company Shares are registered in more than one name, you may receive more than one proxy card.

Q:	Who will count the votes?

A:	A scrutineer will be elected at the Second Luxembourg Shareholder Meeting and will determine whether a quorum is present and tabulate the affirmative and negative votes, abstentions and broker non-broker, if any.

Q:	Where can I find the voting results of the Second Luxembourg Shareholder Meeting?

A:

The Company intends to publish final voting results in a Report of Foreign Private Issuer on Form 6‑K to be furnished to the SEC as soon as practicable following the Second Luxembourg Shareholder Meeting. All reports that the Company files or furnishes with the SEC are publicly available when filed or furnished. See the section of this shareholder circular entitled “Where You Can Find More Information; Information Incorporated By Reference.”

Q:	Are there any risks that I should consider as a Company shareholder in deciding how to vote?

A:

Yes. You should read and carefully consider the risk factors set forth in the section titled “Risk Factors” of this shareholder circular. You also should read and carefully consider other risk factors of the Company contained in the Company’s most recent Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on April 28, 2023, and incorporated by reference into this shareholder circular.

Q:	Who will solicit and pay the cost of soliciting proxies?

A:

The Company has engaged Morrow Sodali, LLC, which is referred to as the “Proxy Solicitor,” to assist in the solicitation of proxies for the Second Luxembourg Shareholder Meeting (and the Cayman Shareholder Meeting). The Company estimates that it will pay Morrow Sodali, LLC an aggregate fee of approximately $10,000, plus reimbursement for certain out-of-pocket fees and expenses. The Company has agreed to indemnify Morrow Sodali, LLC against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). The Company also may reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Company Shares. Company and Parent directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

Q:	What should I do now?

A:

You should read this shareholder circular carefully and in its entirety, including the annexes, and either make provisions to attend the Second Luxembourg Shareholder Meeting in person, return your completed, signed and dated proxy card by mail in the enclosed postage-paid envelope or submit your voting instructions by phone or Internet as soon as possible so that your Company Shares will be voted in accordance with your instructions.

Q:	Who can help answer my questions?

A:

If you have any questions concerning the Second Luxembourg Shareholder Meeting, the Luxembourg Proposals, the Re-Continuation or any other matter related to the accompanying shareholder circular, would like additional copies of the accompanying shareholder circular or need help voting your Company Shares, please contact our Proxy Solicitor:

•

the risk that the Continuation, the Merger and other Transactions may not be completed in a timely manner or at all due to failure to satisfy the Continuation Conditions and/or the Merger Conditions, including the potential that the Company’s shareholders may not approve the Cayman Meeting Proposals;

•

the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement;

•

the risk that following the Continuation, the Merger Effective Time may not occur and the Company may be required to transfer by way of continuation from the Cayman Islands back to Luxembourg pursuant to the Re-Continuation, which may adversely impact the Company’s business and the price of the Company Shares, especially if the resumption of trading of the Company Shares on Nasdaq is delayed;

•

the effect of the announcement or pendency of the Transactions on the Company’s business relationships, operating results and business generally;

•

the risk that unanticipated restructuring costs may be incurred or undisclosed liabilities may be assumed while the Transactions are pending, which may adversely impact the Company’s business and the price of Company Shares if the Merger is not completed;

•

the risk that attempts to retain key personnel and customers may not succeed while the Transactions are pending, which may adversely impact the financial performance of the Company and the price of the Company Shares if the Merger is not completed;

•

the risk that the attention of Company management may be diverted from ongoing business operations and potential inability of Company management to respond effectively to competitive pressures, industry developments and future opportunities, including new strategic transactions, new business deals and/or renewals of certain agreements with third parties, given the restrictions on the conduct of the Company’s business while the Transactions are pending pursuant to its covenants under the Business Combination Agreement, which may adversely impact the financial performance of the Company and the price of the Company Shares if the Merger is not completed;

•

ongoing or potential litigation or disputes while the Transactions are pending related to the conduct of the Company’s ongoing business with customers, suppliers, landlords, or other third parties, which may adversely impact the financial performance of the Company and the price of the Company Shares if the Merger is not completed; and

•

the other risk factors described in the section of this shareholder circular entitled “—Risk Factors” and described from time to time by the Company in its most recent Annual Report on Form 20-F and in any subsequent reports filed with or furnished to the SEC, available at the SEC’s website at www.sec.gov and in the Investor Relations section of the Company’s website at ir.neogames.com, the realization of which may adversely impact the financial performance of the Company and the price of the Company Shares if the Merger is not completed.

•

the diversion of management and employee attention from implementing our growth strategy in our existing markets or in new markets that we are targeting;

•

potential diversion of public attention from our positioning of our independent brand and products in a manner that appeals to customers;

•

the fact that we have and will continue to incur significant expenses related to the Transactions without a guarantee that the Transactions will be completed;

•

our potential inability to respond effectively to competitive pressures, industry developments and future opportunities, given the restrictions on the conduct of our business pursuant to the Business Combination Agreement;

•

we could be subject to costly litigation associated with the Transactions;

•

our current and prospective employees may be uncertain about their future roles and relationships with us following completion of the Merger, which may adversely affect our ability to attract and retain key personnel; and

•

a number of restrictions on our business activities that could otherwise increase the value of the Company, as further discussed in the section of this shareholder circular entitled “The Business Combination Agreement—Conduct of Business Pending the Merger.”

•

delay, defer, or cease purchasing products or services or providing products or services to us;

•

delay or defer other decisions concerning our business, including entering into contracts with us or seeking to change or cancel existing business relationships with us; or

•

otherwise seek to change the terms on which they do business with us.

(1)

the Merger Proposal;

(2)

the Statutory Plan of Merger Proposal; and

(3)

the Waiver Proposal.

•

By mail—If you are a shareholder of record, you can submit a proxy by completing, dating, signing and returning your proxy card in the postage-paid envelope provided, to be received by the Company’s tabulation agent (Broadridge) by 11:59 p.m. (Eastern time) on April 22, 2024. You should sign your name exactly as it appears on the enclosed proxy card or voting instruction form. If you are signing in a representative capacity (for example, as a guardian, executor, trustee, custodian, attorney or officer of a corporation), please indicate your name and title or capacity.

•

By telephone—If you are a shareholder of record, you can submit a proxy by telephone by calling the toll-free number listed on the enclosed proxy card, entering your control number located on the enclosed proxy card or voting instruction form and following the prompts.

•

By Internet—If you are a shareholder of record, you can submit a proxy over the Internet by logging on to the website listed on the enclosed proxy card, entering your control number located on the enclosed proxy card or voting instruction form and submitting a proxy by following the on-screen prompts.

a.

the continuation of the Company in the Grand Duchy of Luxembourg under the name “NeoGames S.A.” or if this name is not available with the Luxembourg trade and companies register, under any name containing the word “NeoGames” as may be available with the Luxembourg trade and companies register;

b.

the amendment and full restatement of the Continuation Articles in the form of the Re-Continuation Articles;

c.

the setting of the Company’s statutory seat, registered office (siège statutaire) and central administration (administration centrale) at 63-65, rue de Merl, L-2146 Luxembourg, Grand Duchy of Luxembourg; and

d.

the acknowledgment of the termination of the mandate of the existing directors of the Company and granting of discharge.

a.

Mr. Steve Capp (Director);

b.

Mr. Aharon Aran (Director);

c.

Mr. Moti Malul (Director);

d.

Mr. Barak Matalon (Director);

e.

Mr. Laurent Teitgen (Director); and

f.

Mr. John E. Taylor, Jr. (Director and Chair).

(1)

“FOR” the Merger Proposal;

(2)

“FOR” the Statutory Plan of Merger Proposal; and

(3)

“FOR” the Waiver Proposal.

•

Attractive Value.  The belief of the Board that the Merger Consideration of $29.50 in cash per share represents a full and fair value for the Company Shares, taking into account the Board’s familiarity with the Company’s current and historical financial condition and results of operations and the Company’s business strategy, financial requirements, assets and business prospects.

•

Negotiations with Parent.  The Board considered the course of negotiations between the Company and Parent, which resulted in an increase in the price that Parent was willing to pay to acquire the Company of $5.50 per share (from the $23.0 - $24.0 price range per share, initially offered by Parent to $29.50 per share) and the Board’s belief that, based on those negotiations, the Merger Consideration of $29.50 in cash per share represented the highest price per share that Parent was willing to pay and that the Business Combination Agreement contained the most favorable terms to the Company in the aggregate to which Parent was then willing to agree.

•

Premium to Current and Historical Trading Prices.  The Board considered the fact that the Merger Consideration to be paid by Parent would provide the Company’s shareholders with the opportunity to receive an attractive premium over the market price of the Company Shares. The Board reviewed the current and historical market prices and trading information with respect to the Company Shares, including the fact that the Merger Consideration of $29.50 in cash per share represents a meaningful premium to those historical prices, including:

•

a premium of approximately 121% over $13.33 per share, the volume-weighted average sale price on Nasdaq (the “VWAP”) during the 30-day trading period ended May 12, 2023;

•

a premium of approximately 104% over $14.45 per share, the VWAP during the 90-day trading period ended May 12, 2023; and

•

a premium of approximately 61% over $18.35 per share, the 52-week high closing sale price on Nasdaq as of May 12, 2023.

•

Cash Merger Consideration; Certainty of Value.  The Board considered the fact that the Merger Consideration consists entirely of cash, which provides liquidity and certainty of value to the shareholders of the Company. The Board weighed the certainty of realizing a compelling value for the Company Shares by virtue of the Merger against the uncertain prospect that the trading value for the Company Shares would approach the Merger Consideration in the foreseeable future. Based upon its knowledge of, and familiarity with, the Company’s historical and current business, operations, prospects, business strategy, competitive position and the online lottery and gaming industry generally, the Board believed this certainty of value was compelling compared to the long-term value creation potential of the Company’s business, taking into account the risks of remaining independent and pursuing the Company’s current business and financial plans, including the risks and uncertainties associated with our business described in this shareholder circular and the other risks and uncertainties discussed in the Company’s public filings filed with or furnished to the SEC.

•

Stifel Opinion.  The Board considered the financial analyses reviewed and discussed with the Board by representatives of Stifel, the Company’s financial advisor, as well as the oral opinion, which was subsequently confirmed by delivery of its written opinion, to the Board on May 14, 2023, that, as of such date, and based upon and subject to the factors and assumptions set forth in its opinion, the Merger Consideration to be paid to the holders of the Company Shares (excluding Excluded Shares and Dissenting Shares (as defined in the Business Combination Agreement)) in the proposed Merger was fair, from a financial point of view, to such holders, which opinion was based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as further described under the heading “—Fairness Opinion of Stifel.”

•

Potential Strategic Alternatives.  The Board considered possible alternatives to the acquisition by Parent reasonably available to the Company, including continuing to operate as a stand-alone company, and the potential benefits and risks to the Company’s shareholders of these alternatives, as well as the Board’s assessment that none of these alternatives was reasonably likely to create greater value for the Company’s shareholders within a reasonable period of time, taking into account the Company’s risks of execution as well as market, industry, business and competitive risks.

•

Risks Relating to Remaining a Stand-Alone Company.  The Board considered the Company’s prospects and risks if the Company were to remain an independent company. The Board considered the Company’s current business and financial plans, including the risks and uncertainties associated with achieving and executing on the Company’s business and financial plans in the short and long-term, as well as the general risks of market conditions that could reduce the price of the Company Shares. Among the potential risks and uncertainties identified by the Board were:

•

we have concentrated customer base, and our failure to retain certain existing contracts with our customers could have a significant adverse effect on our business;

•

our inability to successfully integrate Aspire Global plc, or complete or integrate other future acquisitions, could limit our future growth or otherwise be disruptive to our ongoing business;

•

a reduction in discretionary consumer spending could have a material adverse impact on our business;

•

the growth of our business largely depends on our continued ability to procure new contracts;

•

we incur significant costs related to the procurement of new iLottery and iGaming contracts, which we may be unable to recover in a timely manner, or at all; and

•

intense competition exists in the iLottery and iGaming industries, and we expect competition to continue to intensify.

•

Other Potential Acquirers.  The Board considered, in consultation with management and its financial and legal advisors, the potential risks and benefits of negotiating on an exclusive basis with Parent or commencing a process in which certain other third parties (potential strategic and financial acquirers) that could be potentially interested in pursuing a business combination with the Company (in addition to Parent) would be invited to submit indications of interest. The Board determined, in consultation with management and its financial and legal advisors, to proceed on an exclusive basis with Parent for the following primary reasons:

•

no third party was perceived to have the financial ability or willingness (including, in view of the potential synergies) to pay a purchase price for the Company in excess of Parent’s offer or to consummate a transaction on financial terms more favorable to the Company’s shareholders than Parent’s offer and that, as of the date of the Business Combination Agreement, the Company had not received any written proposals or indications of interest from any other potentially interested parties;

•

the solicitation of other third party interests would raise confidentiality concerns and potentially heighten the risk that the process would become known to the broader market, including customers, suppliers and/or employees; and

•

the commencement of a broader process may deter Parent and cause it to withdraw its offer, and the potential synergies with the Company and Parent’s financial ability, would likely result in a higher price per share premium than those that may be offered by potential acquirers.

•

Terms of the Business Combination Agreement.  The Board considered all of the terms and conditions of the Business Combination Agreement, including the structure of the transaction, the all-cash form of the Merger Consideration, the Company’s right to specific performance to cause Parent to consummate the Merger, and other remedies available under the Business Combination Agreement, subject to certain conditions, and the customary nature of the representations, warranties, and the covenants and agreements of the parties. The Board further considered the course and nature of negotiations with Parent, which were conducted at arm’s length and during which the Board was advised by independent legal and financial advisors. These negotiations ultimately resulted in terms that (1) provide for an attractive premium over the then current trading price of the Company Shares; and (2) provide robust provisions designed to ensure, absent certain circumstances that would cause a closing condition not to be satisfied or allow termination of the Business Combination Agreement, that the transaction is completed.

•

Regulatory Approvals.  The Board considered the relative likelihood of antitrust, gaming or other regulatory impediments to closing and the provisions of the Business Combination Agreement related to regulatory approvals, including the obligation of Parent and the Company to use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate and make effective the Merger and to obtain as promptly as reasonably practicable all waiting period expirations or terminations, approvals, consents, clearances, registrations, permits and authorizations from any governmental authority or third party that are or may become necessary, proper or advisable to consummate the transactions contemplated by the Business Combination Agreement, including by supplying any information that may be required or reasonably requested by the applicable governmental authorities and agreeing to take all lawful actions necessary to obtain all approvals and clearances of the Merger or the transactions contemplated by the Business Combination Agreement (provided that Parent and its subsidiaries will not be required to take any actions that would, or would reasonably be expected to, individually or in the aggregate, have a material adverse impact on Parent, the Company, and their respective Subsidiaries (as defined in the Business Combination Agreement), taken as a whole).

•

Likelihood of Completion.  The likelihood that the Merger will be completed, based on, among other things the absence of a financing condition or related contingencies with respect to the Merger Consideration, the relative likelihood of obtaining required regulatory approvals, the remedies available under the Business Combination Agreement to the Company in the event of various breaches by Parent, and Parent’s reputation in the gaming industry and its financial capacity to complete an acquisition of this size which the Board believed supported the conclusion that a transaction with Parent could be completed on a reasonable timetable for such a transaction and in an orderly manner.

•

Shareholder Approval.  The Board considered that the Merger would be subject to the approval of the shareholders of the Company both prior to the Continuation and following the Continuation and that shareholders would be free to vote against the approval of the Business Combination Agreement and reject the Merger. However, the Board also considered that shareholders who hold Company Shares representing approximately 61% of the Company’s outstanding shares, executed the Support Agreement with Parent pursuant to which such shareholders irrevocably agreed to vote in favor of the Merger.

•

No Shareholder Participation in Future Earnings or Growth.  The Board considered the fact that if the Merger is consummated, holders of the Company Shares will receive the Merger Consideration in cash, the Company will no longer exist as an independent company, and accordingly, the shareholders of the Company will no longer participate in any future earnings or growth the Company may experience or any potential future appreciation in the value of the Company Shares, and will not participate in any potential future sale of the Company’s business to a third party.

•

Inability to Solicit Other Takeover Proposals and Force the Vote.  The Business Combination Agreement includes a covenant prohibiting the Company from directly or indirectly soliciting, seeking, initiating, encouraging, facilitating or taking actions that would lead to other potential acquisition proposals. Moreover, under the Business Combination Agreement, even if the Company received an unsolicited Superior Proposal, at the election of Parent, the Company would be required to either (i) submit the Transactions to the vote of its shareholders, which, given the Support Agreement, would result in an approval by the shareholders or (ii) pay a termination fee to Parent of approximately $40.4 million. The Board also considered the termination fee of approximately $40.4 million to be paid by the Company to Parent under certain circumstances, the potential that such termination fee and the Support Agreement may deter other potential acquirers from making a competing offer for the Company, the impact of the termination fee on the Company’s ability to engage in certain transactions for 12 months from the date the Business Combination Agreement is terminated under certain circumstances, and the fact that the right afforded to Parent under the Business Combination Agreement to force a shareholder vote to approve the Business Combination Agreement together with the Support Agreement that provides Parent with substantial voting power at the meeting, may discourage other parties that might otherwise have an interest in a business combination with, or an acquisition of, the Company. The Board recognized that the provisions in the Business Combination Agreement relating to these restrictions on takeover proposals, the payment of these fees and the ability to force a shareholder meeting were insisted upon by Parent as a condition to entering into the Business Combination Agreement.

•

Effect of Public Announcement.  The effect of the public announcement of the Business Combination Agreement, including effects on the Company’s operations, the Company’s relationships with customers and suppliers, the trading price of the Company Shares, and the Company’s ability to attract and retain management and other key employees, including sales, operations, research and development, procurement, finance and other support function personnel, during the pendency of the transactions contemplated by the Business Combination Agreement, as well as the potential of litigation in connection with the Merger and other potential adverse effects on the financial results of the Company as a result of any related disruption in the Company’s business during the pendency of the transactions contemplated by the Business Combination Agreement, which is anticipated to be approximately 12 months following the execution of the Business Combination Agreement.

•

Timing and Regulatory Risks.  The Board considered the amount of time it could take to complete the Merger, which is anticipated to be approximately 12 months following the execution of the Business Combination Agreement, including the possibility that the Merger may not be completed or that completion may be unduly delayed for reasons beyond the control of the Company or Parent, and including the risk that Parent might not receive the necessary regulatory approvals or clearances to complete the Merger or that governmental authorities could attempt to condition their approvals or clearances of the Merger on one or more of the parties’ compliance with certain terms or conditions which may cause one or more of the Merger Conditions not to be satisfied.

•

Opportunity Costs and Interim Operating Covenants.  The Board considered restrictions on the conduct of the Company’s business during the interim period between signing and closing, which is anticipated to be approximately 12 months following the execution of the Business Combination Agreement, due to the pre-closing covenants in the Business Combination Agreement whereby the Company agreed that it will conduct its business, in all material respects, in the ordinary course of business consistent with past practice and, subject to specified exceptions, will not take a number of actions related to the conduct of its business without the prior written consent of Parent (in each case subject to specified exceptions), which may have an adverse effect on the Company, including a potential loss of customers or business, or reduction in business with current customers, and the Company’s ability to respond to changing market and business conditions in a timely manner or at all.

•

Risk Associated with Failure to Consummate the Merger.  While the Board expects that the Merger will be consummated, there can be no assurance that all of the conditions to the consummation of the Merger will be satisfied, that the Merger will receive required regulatory approvals, that the Merger will be consummated in a timely manner or at all, even if the shareholders of the Company approve the Cayman Merger Proposal. The Board considered potential negative effects if the Merger is not consummated, including:

•

the Company’s senior management and other employees will have expended extensive time and effort to negotiate, implement and consummate the Merger, and their time may have been diverted from other important business opportunities and operational matters while working to implement the Merger;

•

the Company will have incurred significant transaction and opportunity costs during the pendency of the transactions, without compensation;

•

the Company’s continuing business relationships with customers, suppliers, and other business partners and employees, including key personnel, may be adversely affected;

•

the trading price of the Company Shares could be adversely affected;

•

the market’s perceptions of the Company and the Company’s prospects could be adversely affected; and

•

the Company’s business may be subject to significant disruption and decline.

•

Transaction Costs.  The Board considered the fact that the Company has incurred and will continue to incur significant transaction costs and expenses in connection with the Merger, regardless of whether the Merger is consummated, including resulting from seeking governmental consents and regulatory approvals necessary for completion of the Merger.

•

Interests of Directors and Executive Officers.  The Board considered the interests that the Company’s directors and executive officers may have in the transactions contemplated by the Business Combination Agreement as individuals that are in addition to, or that may be different from, the interests of our other shareholders, as described in more detail under the section of this shareholder circular entitled “—Interests of the Company’s Directors and Executive Officers in the Merger.” The Board also considered the recommendation made to the Board by the transaction committee formed by the Board, which included only independent directors, to approve the Merger, the Business Combination Agreement and the Transactions.

•

Taxable Nature of the Transaction.  The Board considered the fact that the receipt of cash in connection with the Merger will be a taxable transaction to the shareholders of the Company for U.S. federal income tax purposes and to Israeli-resident shareholders for Israeli tax purposes.

			2023E				2024E				2025E				2026E				2027E				2028E
Revenue (1)		$	242			$	286			$	363			$	428			$	508			$	585
Adjusted EBITDA(2)		$	81			$	99			$	127			$	153			$	186			$	218
Unlevered Free Cash Flow(3)		$	27			$	56			$	80			$	89			$	113			$	141

(1)

Revenues of Aspire Global were accounted, for the purpose of the Company Management Projections, on a net basis based on management estimates, although prior to 2023, Aspire Global’s revenues were accounted on a gross basis due to the structure of Aspire Global’s customer contracts. The Company is currently in the process of modifying Aspire’s customer contracts to a form that would requires Aspire Global’s revenues to be accounted for on a net basis and as of January 1, 2023, contracts representing approximately 87% of Aspire Global’s 2022 revenues had been successfully modified.

(2)

“Adjusted EBITDA” is defined as net income adjusted for interest, taxes, depreciation and amortization and non-recurring acquisition cost related to the acquisition of Aspire Global. Adjusted EBITDA is a non-IFRS financial measure and should not be considered as an alternative to net income or operating income as a measure of operating performance or cash flows or as a measure of liquidity.

(3)

“Unlevered Free Cash Flow” is defined as the Company’s after tax Non-IFRS net income, adding depreciation and amortization, subtracting capital expenditures and adjusting for expected cash flows from payments related to the promissory notes issued as part of the sale of Aspire’s B2C business to Esports Technologies, Inc. on November 30, 2021. Unlevered Free Cash Flow is a non-IFRS financial measure and should not be considered as an alternative to cash flow or as a measure of liquidity.

(i)

discussed the Merger and related matters with the Company’s counsel and reviewed a draft copy of the Business Combination Agreement, dated May 13, 2023, such draft being the latest draft of the Business Combination Agreement provided to Stifel;

(ii)

reviewed the audited consolidated financial statements of the Company contained in its Annual Report on Form 20-F for the fiscal years ended December 31, 2022, December 31, 2021 and December 31, 2020 and the unaudited consolidated financial statements of the Company for the fiscal quarter ended March 31, 2023;

(iii)

reviewed and discussed with the Company’s management certain other publicly available information concerning the Company;

(iv)

reviewed certain non-publicly available information concerning the Company, including internal financial analysis and forecasts prepared by its management and held discussions with the Company’s senior management regarding recent developments;

(v)

reviewed and analyzed certain publicly available financial and stock market data relating to selected public companies that Stifel deemed relevant to its analysis;

(vi)

reviewed and analyzed certain publicly available information concerning the terms of selected merger and acquisition transactions that Stifel considered relevant to its analysis;

(vii)

reviewed the reported prices and trading activity of the equity securities of the Company;

(viii)

performed a discounted cash flow analysis;

(ix)

participated in certain discussions and negotiations between representatives of the Company and Parent;

(x)

conducted such other financial studies, analysis and investigations and considered such other information as Stifel deemed necessary or appropriate for purposes of its opinion; and

(xi)

took into account Stifel’s assessment of general economic, market and financial conditions and Stifel’s experience in other transactions, as well as Stifel’s experience in securities valuations and its knowledge of the Company’s industry generally.

•

Evolution AB (publ)

•

Gaming Innovation Group Inc.

•

Genius Sports Limited

•

Jumbo Interactive Limited

•

Kambi Group plc

•

La Française des Jeux Société anonyme

•

Organization of Football Prognostics S.A.

•

Playtech plc

•

Pollard Banknote Limited

•

Sportradar Group AG

•

The Lottery Corporation Limited

•

pay the Company’s shareholders the amounts due under the Business Combination Agreement;

•

make payments in respect of certain of the Company’s outstanding equity‑based awards pursuant to the Business Combination Agreement in exchange for cancellation of such awards; and

•

make payments in respect of certain outstanding debt of the Company.

(1)

A shareholder must give the Written Notice of Objection to the Company prior to the vote to authorize and approve the Merger. The Written Notice of Objection must include a statement that the shareholder proposes to demand payment for its Company Shares if the Merger is authorized by the vote at the Cayman Shareholder Meeting. As noted above, for convenience, any shareholder wishing to dissent to the Merger may appoint the Board (and each member thereof) for the time being as that person’s agent for the purposes of registering written notice of their objection with the Company prior to the vote by completing and returning the Written Notice of Objection in the form attached to this shareholder circular as Annex F. Any such Written Notice of Objection must be served either at the Company’s Luxembourg office address at 63-65, rue de Merl, L-2146 Luxembourg, Grand Duchy of Luxembourg or at the Company’s registered office service provider at Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands, which will be the Company’s registered address upon the Continuation Effective Time.

(2)

Within twenty days immediately following the date on which the vote authorizing the Merger is made, the Company must give written notice of the authorization (“Authorization Notice”) to all dissenting shareholders who have made a Written Notice of Objection.

(3)

Within twenty days immediately following the date on which the Authorization Notice is given (the “Dissent Period”), any dissenting shareholder who elects to dissent must give a written notice of that person’s decision to dissent (a “Dissent Notice”) to the Company stating that person’s name and address and the number and class of the Company Shares in respect of which that person dissents and demanding payment of the fair value of that person’s Company Shares. A dissenting shareholder who dissents must do so in respect of all of the Company Shares which that person holds. Upon giving of the Dissent Notice, the dissenting shareholder shall cease to have any of the rights of a shareholder except the right to be paid the fair value of that person’s Company Shares, the right to participate fully in proceedings to determine the fair value of such Company Shares and the right to seek relief on the grounds that the Merger is void or unlawful.

(4)

Within seven days immediately following (a) the date of expiry of the Dissent Period or (b) the date on which the Statutory Plan of Merger is filed with the Cayman Registrar, whichever is later, the Company must make a written offer (a “Fair Value Offer”) to each dissenting shareholder to purchase that person’s Company Shares at a price determined by the Company to be the fair value of such Company Shares.

(5)

If, within thirty days immediately following the date of the Fair Value Offer, the Company and the dissenting shareholder agree upon the price to be paid for that person’s Company Shares, the Company shall pay the dissenting shareholder the amount in money forthwith.

(6)

If, within thirty days immediately following the date of the Fair Value Offer, the Company and the dissenting shareholder fail to agree upon the price to be paid for that person’s Company Shares, then, within twenty days immediately following the date of the expiry of such thirty-day period, the Company must, and any dissenting shareholder may, file a petition with the Grand Court of the Cayman Islands (the “Court”) for a determination of the fair value of the Company Shares held by all dissenting shareholders who have served a Dissent Notice. The petition presented by the Company must be accompanied by a verified list containing the names and addresses of all shareholders who have filed a Dissent Notice and with whom agreements as to the fair value of their Company Shares have not been reached with the Company. Where a dissenting shareholder files a petition, the Company must file a verified list within ten days after service of such petition on the Company.

(7)

At the hearing of a petition, the Court will determine in respect of shareholders entitled to participate (a) the fair value of such Company Shares held by those shareholders as the Court finds are involved, together with a fair rate of interest, if any, to be paid by the Company upon the amount determined to be the fair value and (b) the costs of the proceeding and the taxation of such costs upon the parties as the Court deems equitable in the circumstances.

•

banks, thrifts, mutual funds, insurance companies and other financial institutions;

•

real estate investment trusts and regulated investment companies;

•

traders in securities who elect to apply a mark‑to‑market method of accounting;

•

brokers, dealers or traders in securities or foreign currency;

•

tax‑exempt organizations or governmental organizations (including agencies and instrumentalities thereof);

•

tax-qualified retirement plans, individual retirement accounts or other tax-deferred accounts;

•

corporations that accumulate earnings to avoid U.S. federal income tax (and investors therein);

•

persons whose “functional currency” is not the U.S. dollar;

•

U.S. expatriates and former citizens or long‑term residents of the United States;

•

persons who hold their Company Shares as part of a straddle, hedging, appreciated financial position, conversion, constructive sale or other risk reduction transaction or integrated investment;

•

persons who purchase or sell their Company Shares as part of a wash sale for tax purposes;

•

“S corporations,” partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes, or other pass‑through entities (and investors therein);

•

persons who hold their Company Shares through a bank, financial institution or other entity, or a branch thereof, located, organized or resident outside of the United States;

•

persons that exercise appraisal rights;

•

persons who own or have owned (directly, indirectly or through attribution) more than 5% of the voting power or value of Company Shares; and

•

persons who received their Company Shares pursuant to the exercise of employee stock options or other compensation arrangements or through a tax-qualified retirement plan.

•

an individual who is a citizen or resident of the United States;

•

a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

•

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•

a trust that (1) is subject to the primary supervision of a court within the United States and all substantial decisions of which are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect under applicable Treasury regulations to be treated as a United States person for U.S. federal income tax purposes.

•

the holder of Company Shares realizing the capital gains is either (i) a fully taxable Luxembourg resident collective entity, (ii) a Luxembourg permanent establishment of an EU resident collective entity falling within the scope of article 2 of the EU Parent-Subsidiary Directive, (iii) a Luxembourg permanent establishment of a joint-stock company that is resident in a State with which Luxembourg has concluded a double tax treaty, or (iv) a Luxembourg permanent establishment of a joint-stock company or of a cooperative company which is a resident of a EEA Member State (other than a EU Member State); and

•

on the date on which the disposal takes place, the holder of Company Shares has held for an uninterrupted period of at least twelve months, a participation of at least 10% in the share capital of the Company (or with an acquisition price of at least EUR 6,000,000).

•

the receipt of determinations by the gaming regulatory authorities that the gambling licenses in the following jurisdictions will continue in effect following the Merger Effective Time (or that new gambling licenses have been issued in such jurisdictions that will be in effect following the Merger Effective Time), without imposition of material limitations or conditions on the ability of Parent to operate the business of both the Company and Parent following the Merger Effective Time: Arizona, Colorado, Connecticut, Washington DC, Illinois, Indiana, Kansas, Louisiana, Maryland, Massachusetts, Michigan, Mississippi, Nevada, New Jersey, New York, Nova Scotia, Ohio, Ontario, Pennsylvania, Puerto Rico, Tennessee, Virginia, Washington State, West Virginia, Wyoming, Alberta, British Columbia, Quebec, Malta, the United Kingdom, Germany, Gibraltar and (at the discretion of Parent) such additional jurisdiction(s) in which the Company or any Subsidiary obtains a gambling license at any time following the date of the Business Combination Agreement (collectively, the “Gaming Regulatory Authorities”);

•

the finding of suitability or the grant of personal or entity licenses by the Gaming Regulatory Authorities to any person or corporate entity who was not already found by them suitable, or does not already hold a personal license issued by the Gaming Regulatory Authorities, as needed to ensure compliance with such gambling licenses with respect to the continued operation of the business of the Surviving Company, Parent and their respective subsidiaries;

•

obtaining any approvals (or waivers) of the transfer of ownership and any necessary findings of suitability by the Gaming Regulatory Authorities; and

•

obtaining any other written confirmations or such other approvals and consents (including from customers which are state, provincial or national lotteries) as may be necessary to permit the Company to continue to provide its services following the Merger Effective Time to existing and new customers.

(i)

the Nevada Gaming Control Act and the regulations promulgated thereunder (collectively, the “Nevada Act”); and

(ii)

various local ordinances and regulations.

(i)

the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming, manufacturing or distributing activities at any time or in any capacity;

(ii)

the establishment and maintenance of responsible accounting practices and procedures;

(iii)

the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities;

(iv)

the prevention of cheating and fraudulent practices; and

(v)

providing a source of state and local revenues through taxation and licensing fees.

(i)

Within 2 days after possession of such intent, notify the Chair of the Nevada Board in the manner prescribed by the Chair;

(ii)

Apply to the Commission for a finding of suitability within 30 days after notifying the Chair pursuant to paragraph (a); and

(iii)

Deposit with the Nevada Board the sum of money required by the Nevada Board to pay the costs of investigation.

(i)

An activity that necessitates a change or amendment to the corporate charter, bylaws, management, policies or operation of a publicly traded corporation that is registered with the NGC;

(ii)

An activity that materially influences or affects the affairs of a publicly traded corporation that is registered with the NGC; or

(iii)

Any other activity determined by the NGC to be inconsistent with holding voting securities for investment purposes only.

(i)

pays that person any dividend or interest upon its voting securities,

(ii)

allows that person to exercise, directly or indirectly, any voting right conferred through securities held by that person,

(iii)

pays remuneration in any form to that person for services rendered or otherwise, or

(iv)

fails to pursue all lawful efforts to require such unsuitable person to relinquish his voting securities including, if necessary, the immediate purchase of said voting securities for cash at fair market value.

(i)

changes in, or events generally affecting, the U.S. or global financial, securities or capital markets or the financial, securities or capital markets in any other jurisdictions in which the Company or its subsidiaries operate;

(ii)

general economic or political conditions in the United States or any foreign jurisdiction in which the Company or any of its subsidiaries operate, including any changes in currency exchange rates, interest rates, monetary policy, inflation, or any instability in the banking sector, including the failure or placement into receivership of any financial institution;

(iii)

changes in, or events generally affecting, the industries in which the Company or any of its subsidiaries operate;

(iv)

any natural or man-made disaster or acts of God, including earthquakes, floods, hurricanes, tornados, volcanic eruption, epidemics, pandemics or disease outbreak (including COVID-19) or any COVID-19 Measures (as defined in the Business Combination Agreement) or any change in such COVID-19 Measures or official interpretations thereof following the date of the Business Combination Agreement or any acts of terrorism, sabotage, riots, demonstrations, public disorders, military action or war or any escalation or worsening thereof;

(v)

any failure by the Company or any of its subsidiaries to meet any internal or published budgets, projections, estimates, forecasts or predictions in respect of financial performance;

(vi)

a decline in the price of the Company Shares, or a change in the trading volume of the Company Shares, on Nasdaq;

(vii)

changes in applicable Law;

(viii)

changes in IFRS (or authoritative interpretation thereof); and

(ix)

the taking of any specific action expressly required by the Business Combination Agreement, or the announcement or pendency of the Business Combination Agreement, the Continuation and the Merger, including the impact thereof on the relationships with customers, suppliers, distributors, partners, other third parties with whom the Company has a relationship or employees, but, in each case, excluding the Company’s compliance with its obligations pursuant to the terms and conditions of the Business Combination Agreement.

•

due organization, valid existence, good standing (to the extent applicable) and authority and qualification to conduct business with respect to the Company and its subsidiaries;

•

the capital structure of the Company and its subsidiaries;

•

the Company’s corporate power and authority to enter into and perform its obligations under the Business Combination Agreement, and the enforceability of the Business Combination Agreement;

•

the Company Board’s recommendation in favor of the Transactions;

•

shareholder voting requirements;

•

required consents, approvals and regulatory filings in connection with the Business Combination Agreement and performance thereof;

•

the accuracy and timeliness of all documents required to be filed or furnished by the Company with the SEC;

•

compliance with Nasdaq listing criteria;

•

the accuracy and completeness of the Company’s consolidated financial statements;

•

the Company’s internal accounting controls and procedures;

•

the Company’s disclosure controls and procedures;

•

the absence of Material Adverse Effects on the Company and its subsidiaries;

•

the absence of any litigation or legal proceedings against the Company or its subsidiaries;

•

the Company’s and its subsidiaries’ compliance with laws, including applicable anti-bribery and anti-corruption laws, applicable customs and trade laws, and applicable laws relating to government contracts;

•

the Company’s and its subsidiaries’ possession of necessary permits and internal controls, policies and procedures;

•

tax matters;

•

employee benefit plans;

•

labor and employment matters;

•

environmental matters;

•

trademarks, patents, copyrights and other intellectual property matters;

•

real property owned or leased by the Company and its subsidiaries;

•

the existence and enforceability of specified categories of the Company’s and its subsidiaries’ material contracts and the violation or breach of or default thereunder;

•

gaming matters, including regulatory compliance and authority to conduct business;

•

insurance matters;

•

the identities of and status of relationships with the Company’s and its subsidiaries’ top customers and suppliers;

•

the rendering of Stifel’s fairness opinions to the Board;

•

payment of fees to brokers in connection with the Business Combination Agreement; and

•

absence of any transactions, relations or understandings between the Company or any of its subsidiaries and any affiliate or related person.

•

due organization, good standing and authority and qualification to conduct business with respect to Parent and Merger Sub;

•

Parent’s ownership of Merger Sub, which was formed solely for the purposes of engaging in the Transactions;

•

power and authority to execute and deliver and perform their respective obligations under the Business Combination Agreement;

•

required consents and regulatory filings in connection with the Business Combination Agreement;

•

the absence of litigation and legal proceedings against Parent or Merger Sub; and

•

matters with respect to Parent’s and Merger Sub’s sufficiency of funds, including solvency.

(a)

will, and will cause each of its subsidiaries, to use its and their commercially reasonable efforts to (A) preserve substantially intact the Company’s and its subsidiaries’ business organizations, goodwill, assets, properties, Gaming Licenses and Contracts, (B) maintain its existence in good standing under the Laws of its organization, incorporation or formation, as applicable, (C) keep available the services of its current officers, employees and independent contractors, (D) preserve its existing relationships with its material customers, suppliers, licensors, licensees, distributors, lessors and other persons with which the Company and its subsidiaries have business relations and (E) maintain in effect all of its foreign, federal, state and local licenses;

(b)

will not, and will not permit any of its subsidiaries to, among other things (subject to certain exceptions set forth in the Business Combination Agreement and Company Disclosure Schedule to the Business Combination Agreement):

(i)

(A) amend, supplement or otherwise modify its Organizational Documents, (B) adjust, split, combine, subdivide or reclassify its Company Securities, (C) declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise (or any combination thereof) in respect of, or enter into any Contract with respect to the voting of, any shares of its Company Securities, or (D) purchase, repurchase, redeem or otherwise acquire any Company Securities (other than pursuant to the exercise of Company Options or the forfeiture of, or withholding of Taxes with respect to, Company Options or Company RSUs outstanding on the date of the Business Combination Agreement, or permitted to be granted pursuant to the Business Combination Agreement in accordance with the existing terms of such awards and the Company Equity Plans;

(ii)

merge or consolidate with any other person, or restructure, recapitalize, dissolve, reorganize or completely or partially liquidate, or adopt or effect a plan of complete or partial liquidation or dissolution, except with respect to any wholly owned Subsidiary of the Company;

(iii)

except as required by applicable Law or by any Company Plan in effect as of May 15, 2023, (A) increase the compensation or benefits payable to any Participant, except for (i) increases in cash compensation in the ordinary course of business and consistent with past practice for current employees of no greater than 5% in the aggregate relative to what was scheduled in the Company’s budget included in the Company Disclosure Schedule (the “2023 Budget”)  or, (ii) with respect to employees who, as of the date of the Business Combination Agreement, hold Company Equity Awards, grants of equity awards permitted under the Business Combination Agreement, (B) grant any bonus, severance, change of control, retention, termination or similar compensation or benefits to any Participant other than (x) one-off cash bonuses that do not exceed the aggregate amount budgeted in the 2023 Budget or (y) severance entitlements in offer letters for new hires, in each case in the ordinary course of business consistent with past practice, (C) amend, adopt, establish, agree to establish, enter into, terminate or make any change to any Company Plan, including any new annual bonus or incentive plan, or any collective bargaining agreement or other labor union Contract, (D) take any action to accelerate the vesting of, or payment of, any compensation or benefit under any Company Plan, (E) take any action to fund or in any other way secure the payment of compensation or benefits under any Company Plan other than in the ordinary course of business, (F) hire, engage, promote, temporarily layoff, furlough or terminate the employment or service of (other than termination for cause, including terminations resulting as a result of an employee’s failure to meet reasonable performance expectations) any Participant who, in the case of promotions, layoffs, terminations and furloughs, holds Company Equity Awards as of the date of the Business Combination Agreement and, in the case of hirings and engagements, (x) will be granted Company Equity Awards by the Company or (y) will have an annual base salary or fees of $200,000 or more (G) waive or release any noncompetition, non-solicitation, non-disclosure, non-interference, non-disparagement, or other restrictive covenant obligation of any Participant, (H) grant or forgive any loan to any Participant or (I) effectuate any employee layoff or restructuring event affecting in whole or in material part any site of employment, facility, or operating unit;

(iv)

incur any Indebtedness or issue any rights to acquire any Indebtedness, or assume, guarantee, grant any Lien in respect of or otherwise become liable for any Indebtedness for any Person, except (A) pursuant to agreements set forth in the Company Disclosure Schedule, in the ordinary course of business consistent with past practice, (B) inter-company Indebtedness among the Company and its wholly owned Subsidiaries, or (C) as otherwise do not exceed $10,000,000 in the aggregate;

(v)

make or commit to make any capital expenditures, or any obligations or liabilities in connection therewith, greater than as scheduled in the 2023 Budget, except as otherwise do not exceed $2,000,000 individually or $10,000,000 in the aggregate;

(vi)

transfer, lease, license, sell, assign, mortgage, pledge, place a Lien upon, surrender, divest, cancel, abandon, allow to lapse or otherwise dispose of any tangible properties or assets (including capital stock of any of its Subsidiaries), with a fair market value in excess of $1,000,000 individually and $5,000,000 in the aggregate (other than (1) transactions among the Company and its wholly owned Subsidiaries, (2) sales or purchases of inventory or obsolete or worthless equipment, in each case, in the ordinary course of business);

(vii)

issue, deliver, sell, grant, transfer, or encumber, or authorize the issuance, delivery, sale, grant, transfer or encumbrance of Company Securities, except as contemplated by the Continuation in Section 1.03 of the Business Combination Agreement and any Company Shares issued pursuant to Company Options, or Company RSUs outstanding on May 15, 2023 in accordance with the existing terms of such awards and the Company Equity Plans;

(viii)

(A) acquire or commit to acquire any business, whether by merger, purchase of property or assets, consolidation or otherwise or (B) subject to the foregoing clause (A), spend or commit to spend in excess of $1,000,000 individually and $5,000,000 in the aggregate to acquire assets or other property (valuing any non-cash consideration at its fair market value as of the date of the agreement for such acquisition);

(ix)

make any material change with respect to its financial accounting policies or procedures, in each case, except as required by changes in IFRS or by applicable Law;

(x)

(A) enter into any new line of business, (B) conduct business in breach of any applicable Gaming Laws or (C) amend or vary the manner or scope of any existing line of business, if, for purposes of this paragraph (C),  such amendment or variation may give rise to a requirement for the Company or any of its subsidiaries to apply for and/or obtain any new Gaming License or to vary any existing Gaming License in a manner that would reasonably be expected to cause the Closing Date to be materially delayed or the Closing to be materially impaired or prevented;

(xi)

make any loans, advances or capital contributions to, or investments in, any person in excess of $250,000 individually and $1,000,000 in the aggregate (other than extensions of credit to customers in the ordinary course of business, advances to directors, officers and other employees or independent contractors for travel and other business-related expenses, in each case, in the ordinary course of business and in compliance in all material respects with the Company’s policies related thereto, or loans, advances or capital contributions to the Company or any direct or indirect wholly owned Subsidiary of the Company);

(xii)

(A) amend or modify in any material respect or terminate (excluding terminations upon expiration of the term thereof in accordance with the terms thereof) any Material Contract or waive, release or assign any material rights, claims or benefits under any Material Contract or take (or fail to take) any action that would reasonably be expected to cause or result in a material breach of, or material default under, any Material Contract or (B) other than in the ordinary course of business and after consultation with Parent, enter into any Contract that would have been a Material Contract had it been entered into prior to the date of the Business Combination Agreement;

(xiii)

settle, waive, release compromise or otherwise resolve any Proceeding in a manner resulting in liability for, or restrictions on the conduct of the business by, the Company or any of its subsidiaries, other than settlements, waivers or releases of, or compromises for or resolutions of any Proceeding (A) if the amount of any such settlement is not in excess of $1,000,000 individually or $5,000,000 in the aggregate; provided, that such settlements do not involve any non-de minimis injunctive or equitable relief or impose non-de minimis restrictions on the business activities of the Company and its Subsidiaries or Parent and its Subsidiaries or (B) waive any material right with respect to any material claim held by the Company or any of its Subsidiaries;

(xiv)

fail to maintain, cancel, terminate or allow to lapse without a commercially reasonable substitute therefor, any material License;

(xv)

terminate, fail to renew, abandon, cancel, let lapse, encumber, license, sell, transfer or otherwise dispose of any material Company IP, or disclose (other than to agents, service providers, employees and contractors under confidentiality agreements) any material, confidential Company IP, in each case, other than (A) non-exclusive licenses granted in the ordinary course of business or (B) failing to renew, abandoning, cancelling, letting lapse immaterial Registered Company IP in the Company’s reasonable business judgement;

(xvi)

(A) settle, consent to or compromise any material Tax claim, audit, or assessment (B) make, revoke or change any material Tax election, change any Tax accounting period, or adopt or change any material method of Tax accounting, (C) make any material amendment to any Tax Returns, (D) surrender or waive any right to claim a material Tax refund or (E) consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment;

(xvii)

terminate, cancel or make any material changes to the structure, limits or terms and conditions of any of the material insurance policies of the Company or its subsidiaries, including allowing the policies to expire without renewing such policies or obtaining comparable replacement coverage, or prejudicing rights to insurance payments or coverage;

(xviii)

fail to use its reasonable best efforts not to allow or suffer any Gaming License to lapse, expire or be cancelled, suspended, limited, revoked, materially modified, become subject to a condition, other than a Customary Condition, or not be renewed;

(xix)

surrender or rescind any Gaming License, or otherwise withdraw any pending application for a Gaming License; or

(xx)

agree, resolve or commit to do any of the foregoing.

(i)

solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any offer inquiry, indication of interest or proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal;

(ii)

furnish to any Person or Group (other than Parent or any of its Representatives in their capacity as such) any non-public information relating to the Company or any of its Subsidiaries or to afford any Person or Group (other than Parent or any of its Representatives in their capacity as such) access to the business, properties, assets, books, records or other non-public information relating to the Company or any of its Subsidiaries, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with an Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to an Acquisition Proposal;

(iii)

participate or engage in discussions or negotiations with any Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to the making of an Acquisition Proposal;

(iv)

approve, endorse or recommend any offer, inquiry, indication of interest or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal;

(v)

enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract (whether written or oral, binding or non-binding) relating to an Acquisition Transaction;

(vi)

authorize or commit to do any of the foregoing.

(vii)

withhold, withdraw, amend, qualify or modify or publicly propose to withhold, withdraw, amend qualify or modify, the Company Board Recommendation in a manner adverse to Parent;

(viii)

adopt, approve or recommend an Acquisition Proposal;

(ix)

fail to publicly reaffirm the Company Board Recommendation within three business days of the occurrence of a material event or development and after Parent so requests in writing (or if the Cayman Shareholder Meeting is scheduled to be held within ten business days, then within one business day after Parent so requests in writing);

(x)

if any Acquisition Proposal structured as a tender or exchange offer is commenced, fail to recommend against acceptance of such tender or exchange offer by the Company’s stockholders within ten business days of commencement thereof or fail to maintain such recommendation against acceptance at any time; or

(xi)

fail to include the Company Board Recommendation in the shareholder circular for the Cayman Shareholder Meeting.

•

obtainment of the First Luxembourg Shareholder Approval;

•

the expiration or earlier termination of the waiting period applicable to the consummation of the Transactions under the HSR Act;

•

the receipt of all Required Clearances and the expiration or earlier termination of all related applicable waiting periods;

•

no governmental authority in any jurisdiction has by any law or order restrained, enjoined or otherwise prohibited the consummation of the Transactions;

•

the receipt by each of Parent and the Company of a certificate from the other party dated as of the Continuation Date and signed on behalf of Parent or the Company, as applicable, by its executive officer, to the effect that as of the Continuation Date, it has no knowledge of any Effect, or the magnitude or consequences of such Effect that has caused or that would cause any of the Merger Conditions not to be satisfied on the Closing Date (assuming the Closing Date will be within three business days from the Continuation Date; and

•

the satisfaction or waiver of the other Merger Conditions except for any Merger Conditions that are not able by their terms or nature to be satisfied prior to the Continuation Effective Time.

•

the completion of the Continuation;

•

obtainment of the Cayman Shareholder Approval; and

•

the continued satisfaction or waiver (to the extent permitted under applicable Law) of the first four Continuation Conditions listed in the section of this shareholder circular entitled “—Conditions to the Effectuation of the Continuation.”

•

with specified qualifications and exceptions, the truth and correctness of the Company’s representations and warranties contained in the Business Combination Agreement as of immediately prior to the Merger Effective Time;

•

the Company having complied with or performed, in all material respects, the obligations required to be complied with or performed by it under the Business Combination Agreement on or prior to the Merger Effective Time;

•

no Company Material Adverse Effect shall have occurred since May 15, 2023 that is continuing;

•

the receipt by Parent of a certificate dated as of the Closing Date and signed on behalf of the Company by a senior executive officer, to the effect that the conditions described in the preceding three items have been satisfied;

•

no Remedy Actions have been imposed, or are expected to be imposed on or following the Merger Effective Time, that would, individually or in the aggregate, result in a Regulatory Detriment; and

•

the receipt of confirmation from the CMA that (i) the CMA does not intend to request further information or open a Phase I investigation in relation to the Transactions or any matters arising therefrom, after submission by Parent of a briefing paper to the CMA’s merger intelligence committee (provided, that the CMA has not subsequently decided to open an investigation in relation to the Transactions or any matters arising therefrom or related thereto); (ii) the CMA does not intend to refer the Transactions or any matters arising therefrom for a CMA Phase II Reference (which includes a decision accepting a Remedy Action in lieu of such a reference to the extent such Remedy Action would not have a Regulatory Detriment individually or in the aggregate); or (iii) following a CMA Phase II Reference of the Transactions or any matters arising therefrom or related thereto, the Transactions may proceed without any Remedy Action or with a Remedy Action that individually or in the aggregate would not have a Regulatory Detriment.

•

with specified qualifications and exceptions, the truth and correctness of Parent’s and Merger Sub’s representations and warranties contained in the Business Combination Agreement as of immediately prior to the Merger Effective Time;

•

Parent and Merger Sub having complied with or performed, in all material respects, their respective obligations required to be performed or complied with by them under the Business Combination Agreement on or prior to the Merger Effective Time; and

•

the receipt by the Company of a certificate dated as of the Closing Date and signed on behalf of Parent by a senior executive officer, to the effect that the conditions described in the preceding two items have been satisfied.

•

by mutual written consent of the Company and Parent;

•

by either the Company or Parent, if there shall be any applicable Law that makes consummation of the Transactions illegal or otherwise prohibited or if at any time, consummation of the Transactions would violate any Law or Order of any Governmental Authority having competent jurisdiction and such applicable Law or Order shall have become final and non-appealable;

•

by either Parent or the Company, if the Merger Effective Time has not occurred by the Termination Date, provided that (i) if on the Termination Date all of the Merger Conditions have been satisfied or waived, other than the conditions that related to Required Clearances, each of Parent and the Company may, at its sole discretion, extend the Termination Date by two months (the “Outside Date Termination”);

•

by either the Company or Parent upon failure to obtain the First Luxembourg Shareholder Approval or the Cayman Shareholder Approval at the First Luxembourg Shareholder Meeting or Cayman Shareholder Meeting, respectively, or any adjournment, reconvening, or postponement thereof, in each case at which a vote on such approval was taken (the “Voting Failure Termination”);

•

by Parent, if there has been a breach by the Company of its representations, warranties or covenants contained in the Business Combination Agreement such that any of the conditions precedent in Article VI of the Business Combination Agreement is not reasonably capable of being satisfied in a way that is incapable of being cured prior to the Termination Date or is not cured by the Company within thirty days after receipt by the Company of written notice of such breach from Parent; provided that the right to terminate the Business Combination Agreement will not be available to Parent if either Parent or Merger Sub are then in breach of their respective obligations under the Business Combination Agreement, such that the Merger Conditions shall not be satisfied prior to the Termination Date (the “Company Breach Termination”);

•

by the Company if there has been a breach by either Parent or Merger Sub of their respective representations, warranties or covenants contained in the Business Combination Agreement such that any of the conditions precedent in Article VI of the Business Combination Agreement is not reasonably capable of being satisfied in a way that is incapable of being cured prior to the Termination Date or is not cured by Parent or Merger Sub, as applicable, within thirty days after receipt by Parent of written notice of such breach from the Company; provided that the right to terminate the Business Combination Agreement will not be available to the Company if the Company is then in breach of its obligations under the Business Combination Agreement, such that the Merger Conditions shall not be satisfied prior to the Termination Date; and

•

by Parent, if, prior to obtaining the First Luxembourg Shareholder Approval or the Cayman Shareholder Approval, (i) the Company materially and willfully breaches its obligations described in the sections of this shareholder circular entitled “—Competing Proposals” and “—The Board’s Recommendation; Company Board Recommendation Change” (provided that the right to terminate the Business Combination Agreement will not be available to Parent following the obtainment of the First Luxembourg Shareholder Approval) or (ii) the Board has effected a Company Board Recommendation Change in respect of the First Luxembourg Shareholder Approval or the Cayman Shareholder Approval (provided that the right to terminate the Business Combination Agreement will not be available to Parent following the respective First Luxembourg Shareholder Approval or Cayman Shareholder Approval (the “Competing Proposal Termination”)).

•

(A) the Business Combination Agreement was validly terminated pursuant to the Outside Date Termination, Voting Failure Termination or Company Breach Termination, (B) prior to such termination of the Business Combination Agreement or, in the case of a Vote Failure Termination, before whichever shareholder meeting that failed to approve the Transactions, an Acquisition Proposal has been publicly announced or publicly disclosed or delivered to the Company Board and (C) within one year of such termination, either an Acquisition Transaction (which need not be the Acquisition Transaction referenced under clause (B)) is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction (which need not be the Acquisition Transaction referenced under clause (B)) and such Acquisition Transaction is subsequently consummated (or is subsequently terminated before consummation but a subsequent Acquisition Transaction is entered into in connection with the termination of such Acquisition Transaction and such subsequent Acquisition Transaction is subsequently consummated); and

•

the Business Combination Agreement is validly terminated pursuant to a Competing Proposal Termination.

Luxembourg:

Cayman Islands:

Under Luxembourg law, the shares of the Company are freely transferrable subject to any restrictions set out in our articles of association.

The Company Shares are non-transferrable and the directors of the Company shall decline to register any transfer of the legal title to any Company Shares without a requirement to assign any reason therefor.

Limited Liability of Shareholders

The liability of the shareholders of the Company is limited to the amount contributed on the shares of the Company and, if any, unpaid on the shares of the Company respectively held by them.

The liability of the shareholders of the Company is limited to the amount, if any, unpaid on the Company Shares respectively held by them.

Amendment of Governing Documents

Under Luxembourg law, amendments to our articles of association require a general meeting of shareholders held in Luxembourg and in front of a public notary at which at least one half of the share capital is represented. The notice of the general meeting of shareholders shall set out the proposed amendments to the articles of association. If the aforementioned quorum is not reached, a second meeting may be convened by means of a notice published in the Luxembourg official gazette (Recueil Electronique des Sociétés et Associations) and in a Luxembourg newspaper 15 days before the meeting. The second meeting shall be validly constituted regardless of the proportion of the share capital represented.		Subject to the Cayman Companies Act and the rights attaching to the various classes of shares that may be issued from time to time by the Company, the Company may at any time and from time to time by Special Resolution alter or amend the Continuation Articles in whole or in part. For the purposes of this table: “Ordinary Resolution” means a resolution: (a)     passed by a simple majority of such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each shareholder is entitled; or (b)     approved in writing by all of the shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed. “Special Resolution” means a special resolution of the Company passed in accordance with the Cayman Companies Act, being a resolution: (a)     passed by a majority of not less than two-thirds of such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each shareholder is entitled; or (b)     approved in writing by all of the shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed.
At both meetings, resolutions will be adopted if approved by at least two-thirds of the votes cast (unless otherwise required by Luxembourg law or the articles of association). Where classes of shares exist and the resolution to be adopted by the general meeting of shareholders changes the respective rights attaching to such shares, the resolution will be adopted only if the conditions as to quorum and majority set out above are fulfilled with respect to each class of shares.
An increase of the commitments of its shareholders requires, however, the unanimous consent of the shareholders.
In very limited circumstances, the board of directors may be authorized by the shareholders to amend the articles of association, albeit always within the limits set forth by the shareholders at a duly convened shareholders’ meeting. This is the case in the context of our authorized share capital within which the board of directors is authorized to issue further ordinary shares or in the context of a share capital reduction and cancellation of ordinary shares. The board of directors is then authorized to appear in front of a public notary to record the capital increase or decrease and to amend the share capital set forth in the articles of association. The above also applies in case of the transfer of our registered office outside the current municipality.

Meetings of Shareholders

Pursuant to Luxembourg law, at least one general meeting of shareholders must be held each year within six months as from the close of the financial year. The purpose of such ordinary general meeting is to approve the annual accounts, allocate the results, proceed to statutory appointments, and grant discharge to the directors. The ordinary general meeting must be held within six months of the end of each financial year.		The directors of the Company may, whenever they think fit, convene a general meeting of the Company by notice in writing to the shareholders. Such notice shall be in any usual or common form or such other form as the directors of the Company may determine. General meetings of the Company shall also be convened on the requisition in writing of any shareholder or shareholders entitled to attend and vote at general meetings of the Company holding at least fifty percent (50%) of the paid up voting share capital of the Company deposited at the registered office of the Company specifying the objects of the meeting by notice in writing, and if the directors do not convene such meeting, the requisitionists themselves may convene the general meeting in the same manner, as nearly as possible, as that in which general meetings may be convened by the directors, and all reasonable expenses incurred by the requisitionists as a result of the failure of the directors to convene the general meeting shall be reimbursed to them by the Company. Notice of a general meeting shall be given in writing and shall be given no later than the day immediately prior to the date of the general meeting. Notice of a general meeting shall specify the place, the day and the hour of the meeting and the general nature of the business. Notice of a general meeting shall be given in the manner provided in the Continuation Articles or in such other manner (if any) as may be prescribed by the Company by a resolution of directors to such persons as are, under the Continuation Articles, entitled to receive such notices from the Company. With the consent of shareholders holding at least a majority of the paid-up voting share capital entitled to receive notice of a particular general meeting and to attend and vote thereat, such meeting may be convened by such shorter notice or without notice and in such manner as those shareholders may think fit.
Other meetings of shareholders may be convened. Pursuant to Luxembourg law, the board of directors is obliged to convene a general meeting so that it is held within a period of one month of the receipt of a written request of shareholders representing one-tenth of the issued capital. Such request must be in writing and indicate the agenda of the meeting. Quorum Requirements: Luxembourg law distinguishes ordinary resolutions and extraordinary resolutions. Extraordinary resolutions relate to proposed amendments to the articles of association and certain other limited matters. All other resolutions are ordinary resolutions.
Ordinary Resolutions: Pursuant to Luxembourg law, there is no requirement of a quorum for any ordinary resolutions to be considered at a general meeting, and such ordinary resolutions shall be adopted by a simple majority of votes validly cast on such resolution. Abstentions are not considered “votes.” Extraordinary Resolutions: Extraordinary resolutions are required for any of the following matters, among others: (i) an increase or decrease of the authorized or issued capital, (ii) a limitation or exclusion of preemptive rights, (iii) approval of a statutory merger or de-merger (scission), (iv) dissolution, and (v) an amendment of the articles of association. Pursuant to Luxembourg law for any extraordinary resolutions to be considered at a general meeting, the quorum shall generally be at least one half (50%) of the issued share capital. If the said quorum is not present, a second meeting may be convened at which Luxembourg law does not prescribe a quorum. Any extraordinary resolution shall be adopted at a quorate general meeting (save as otherwise provided by mandatory law) by a two-thirds majority of the votes validly cast on such resolution. Abstentions are not considered “votes.		Quorum Requirements: No business shall be transacted at any general meeting unless a quorum of shareholders is present at the time when the meeting proceeds to business.  Save as otherwise provided by the Continuation Articles, two shareholders present in person or by proxy and entitled to vote at that meeting shall form a quorum. If within an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be dissolved.  In any other case it shall stand adjourned to the next business day, at the same time and place, and if at the adjourned meeting a quorum is not present within an hour from the time appointed for the meeting the shareholder or shareholders present and entitled to vote shall form a quorum.

Shareholder Approval of Business Combinations

Under Luxembourg law and our articles of association, the board of directors has the broadest power to take any action necessary or useful to achieve the corporate objective. The board of directors’ powers are limited only by law and our articles of association. Any type of transaction that would require an amendment to the articles of association, such as a merger, de-merger, consolidation, dissolution, or voluntary liquidation, requires an extraordinary resolution of a general meeting of shareholders. Transactions such as a sale, lease, or exchange of substantial company assets require only the approval of the board of directors. Neither Luxembourg law nor our articles of association contain any provision specifically requiring the board of directors to obtain shareholder approval of the sale, lease, or exchange of substantial assets of ours.

The Company may merge or consolidate in accordance with the Cayman Companies Act. To the extent required by the Cayman Companies Act, the Company may by Special Resolution resolve to merge or consolidate the Company.

Shareholder Action Without a Meeting

A shareholder meeting must always be called if the matter to be considered requires a shareholder resolution under Luxembourg law or our articles of association. Pursuant to Luxembourg law, shareholders of a public limited liability company may not take actions by written consent. All shareholder actions must be approved at an actual meeting of shareholders held before a notary public or under private seal, depending on the nature of the matter. Shareholders may vote by proxy.

A resolution in writing signed by all the shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of the Company (or being corporations by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.

Distributions

Under Luxembourg law, the amount and payment of dividends or other distributions is determined by a simple majority vote at a general meeting of shareholders based on the recommendation of our board of directors, except in certain limited circumstances. Pursuant to our articles of association, our board of directors has the power to pay interim dividends or make other distributions in accordance with applicable Luxembourg law. Distributions (in the form of either dividends, share premium reimbursements or capital surplus reimbursements) may be lawfully declared and paid if our net profits and/or distributable reserves are sufficient under Luxembourg law. Under Luxembourg law, the amount of a distribution paid to shareholders (including in the form of dividends or share premium reimbursements) may not exceed the amount of the profits at the end of the last financial year plus any profits carried forward and any amounts drawn from reserves that are available for that purpose, less any losses carried forward and sums to be placed in reserve in accordance with Luxembourg law or our articles of association. Furthermore, no distributions (including in the form of dividends or share premium reimbursements) may be made if net assets were, at the end of the last financial year (or would become, following such a distribution), less than the amount of the subscribed share capital plus the non-distributable reserves. Distributions in the form of dividends may only be made out of net profits and profits carried forward, whereas distributions in the form of share premium reimbursements may only be made out of available share premium and distributions in the form of capital surplus reimbursements may only be made out of capital surplus. Under Luxembourg law, at least 5% of our net profits per year must be allocated to the creation of a legal reserve until such reserve has reached an amount equal to 10% of our issued share capital. The allocation to the legal reserve becomes compulsory again when the legal reserve no longer represents 10% of our issued share capital. The legal reserve is not available for distribution.

No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets may be declared or paid in respect of the Company Shares.

Repurchases and Redemptions

Pursuant to Luxembourg law, we (or any party acting on our behalf) may repurchase our own shares and hold them in treasury, provided that: •    the shareholders at a general meeting have previously authorized our board of directors to acquire our ordinary shares. The general meeting shall determine the terms and conditions of the proposed repurchase and in particular the maximum number of ordinary shares to be acquired, the period for which the authorization is given (which may not exceed five years), and, in the case of repurchase for consideration, the maximum and minimum consideration, provided that the prior authorization shall not apply in the case of ordinary shares acquired by either us or by a person acting in its own name but on our behalf for the distribution thereof to our staff or to the staff of a company with which we are in a control relationship; •     the acquisitions, including ordinary shares previously acquired by us and held by us and shares acquired by a person acting in his or her own name but on our behalf, may not have the effect of reducing the net assets below the amount of the issued share capital plus the reserves (which may not be distributed by law or under the articles of association); •      the ordinary shares repurchased are fully paid-up; and •     the acquisition offer must be made on the same terms and conditions to all the shareholders who are in the same position, except for acquisitions which were unanimously decided by a general meeting at which all the shareholders were present or represented (and except for acquisitions made on Nasdaq). No prior authorization by shareholders is required (i) if the acquisition is made to prevent serious and imminent harm to us, provided that the board of directors informs the next general meeting of the reasons for and the purpose of the acquisitions made, the number and nominal values or the accounting value of the ordinary shares acquired, the proportion of the subscribed capital which they represent, and the consideration paid for them, and (ii) in the case of ordinary shares acquired by either us or by a person acting on our behalf with a view to redistributing the ordinary shares to our staff or its controlled subsidiaries, provided that the distribution of such shares is made within twelve months from their acquisition. Luxembourg law provides for further situations in which the above conditions do not apply, including the acquisition of shares pursuant to a decision to reduce our capital or the acquisition of shares issued as redeemable shares. Such acquisitions may not have the effect of reducing net assets below the aggregate of subscribed capital and reserves (which may not be distributed by law and are subject to specific provisions on reductions in capital and redeemable shares under Luxembourg law). Any shares acquired in contravention of the above provisions must be resold within a period of one year after the acquisition or be cancelled at the expiration of the one-year period. As long as shares are held in treasury, the voting rights attached thereto are suspended. Further, to the extent the treasury shares are reflected as assets on our balance sheet a non- distributable reserve of the same amount must be reflected as a liability. Our articles of association provide that shares may be acquired in accordance with the law.

Subject to the Cayman Companies Act, the Company may: (a)     issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the shareholder on such terms and in such manner as the directors of the Company may determine; (b)    purchase its own shares (including any redeemable shares) on such terms and in such manner as the directors of the Company may determine and agree with the shareholder; (c)     make a payment in respect of the redemption or purchase of its own shares in any manner authorized by the Cayman Companies Act, including out of its capital; and (d)     accept the surrender for no consideration of any paid-up share (including any redeemable share) on such terms and in such manner as the directors of the Company may determine. Any share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption. The redemption, purchase or surrender of any share shall not be deemed to give rise to the redemption, purchase or surrender of any other share. The directors of the Company may when making payments in respect of redemption or purchase of shares, if authorized by the terms of issue of the shares being redeemed or purchased or with the agreement of the holder of such shares, make such payment either in cash or in specie including, without limitation, interests in a special purpose vehicle holding assets of the Company or holding entitlement to the proceeds of assets held by the Company or in a liquidating structure.

Dissenters’ Rights

Neither Luxembourg law nor our articles of association provide for appraisal rights.

Company Shares that are outstanding immediately prior to the Merger Effective Time and which are held by shareholders who have validly indicated by way of written objection (pursuant to Section 238(2) of the Cayman Companies Act) the desire to dissent with respect to such Company Shares shall not be converted into or represent the right to receive the Merger Consideration attributable to such shares. Such shareholders shall be entitled to receive payment of the fair value of such shares held by them in accordance with the Cayman Companies Act. If shareholders wishing to dissent fail to comply with the strict provisions set out in Section 238 of the Cayman Companies Act, they may lose their dissenters’ rights.

Shareholder Suits

Under Luxembourg law, the board of directors has sole authority to decide whether to initiate legal action to enforce a company’s rights (other than, in certain circumstances, an action against board members). Shareholders do not have the authority to initiate legal action on a company’s behalf. Shareholders holding at least 10% of the securities of a company having a right to vote at the general meeting may bring an action against the directors on behalf of the company. Luxembourg law does not provide for class action lawsuits.

As a matter of Cayman Islands law, the decision whether to initiate proceedings for and on behalf of the company rests with the board of directors. However, there are certain circumstances in which a shareholder of a Cayman Islands company can seek leave of the Court to commence proceedings for and on behalf of a company (for example, where the wrongdoers are in control of the company and unreasonably fail to institute proceedings on the company’s behalf). An aggrieved shareholder’s remedy against a Cayman Islands company must be sought by way of a petition to winding the company up on just and equitable grounds. However, the Court has the discretion to order an alternative remedy where the shareholder is able to establish that it is, in principle, just and equitable that the company should be wound up. The alternative remedies include orders for purchase of the plaintiff’s shares, orders regulating the conduct of the company’s affairs and injunctive relief. Cayman Islands law does not provide for class action law suits. However, in certain circumstances, parties with the same interest in proceedings may be able to bring representative proceedings where one plaintiff acts on behalf of the group, though this is very rare in practice.

Voting Rights

Subject to any rights and restrictions attached to any Company Share or as set out in our articles of association, every shareholder has one vote and every person representing a shareholder by proxy shall have one vote for each Company Share of which they or the person represented by proxy is the holder.

Subject to any rights and restrictions for the time being attached to any Company Share, on a show of hands every shareholder present in person and every person representing a shareholder by proxy shall, at a general meeting of the Company, each have one vote and on a poll every shareholder and every person representing a shareholder by proxy shall have one vote for each Company Share of which they or the person represented by proxy is the holder.