Summary of the Adjournment of the Annual General Meeting 2023

The adjournment of the Annual General Meeting, held on 14 July 2023, approved the proposed extraordinary resolution authorising the new share option plan for key personnel

The shareholders present at the adjournment of the annual general meeting unanimously approved the proposed share option plan for Angler Gaming group and, accordingly, authorised the board of directors, for the maximum period allowed by applicable law, to issue up to 2,880,000 unissued ordinary shares of the Company to key personnel of the Company and its subsidiaries as follows:

• to Group and Operating CEO of the Company – 540,000 ordinary shares to be issued upon exercise of options which shall vest in 3 equal parts over the period of 3 years;
• to other key executive management of the Company and its subsidiaries: 1,980,000 ordinary shares to be issued upon exercise of options which shall vest in 3 equal parts over the period of 3 years;
• to other board members of the Company – 360,000 ordinary shares to be issued upon exercise of options which shall vest in 3 equal parts over the period of 3 years.

The following conditions shall apply to the share option plan:

• the grant of options shall be free of charge
• the options shall vest in 3 equal yearly tranches over the period of 3 years
• the performance criteria shall be satisfied for each option tranche to vest
• vesting shall be subject to the option holder remaining in key position with the Company or its subsidiary
• the options shall be personal and not transferable
• the strike price shall be set at the market price at closing on 16^th May 2023 plus 10% for the first tranche, plus 20% for the second tranche and plus 30% of the third tranche.

Since the voting on the above extraordinary resolution was held for the second time at the adjournment of the AGM specifically called for this purpose in accordance with the requirements under the applicable law, the unanimous approval by all shares represented at the adjourment of the meeting was sufficient for the extraordinary resolution to pass, notwithstanding the fact that under 51% of all issued shares in the Company attended the adjournment of the meeting (8.82% of all issued ordinary shares of the Company were represented at the meeting).