Convening of the Annual General Meeting of FL Entertainment
08 Abril 2024 - 1:00PM
Convening of the Annual General Meeting of FL Entertainment
Paris – 8 April 2024
Convening of the Annual General Meeting
of FL Entertainment
FL Entertainment today announced that the
Annual General Meeting (“AGM”) will take place on Thursday 23 May
2024 at 2:00 pm CET at Mediarena 2, 1114 BC Amsterdam-Duivendrecht,
the Netherlands.The agenda for the meeting is as follows:
- Opening
- Report of the
financial year 2023
- Remuneration
report 2023, which is included in the 2023 URD (advisory vote)
- Annual accounts
2023
- Adoption of the
annual accounts 2023 that are included in the 2023 URD (voting
item)
- Distribution of
dividend over financial year 2023 (voting item)
- Discharge
members of the Management Board
- Discharge
executive members of the Management Board (voting item)
- Discharge
non-executive members of the Management Board (voting item)
- Re-appointment
of Mr François Riahi as Executive Director (voting item)
- Re-appointment
of Mr Alain Minc as Non-Executive Director (voting item)
- Appointment of
Mr Albert Manzone as Non-Executive Director (voting item)
- Designation of
the Management Board in relation to the issuance of shares
- Designation of
the Management Board as the competent body to issue shares and to
grant rights to acquire shares (voting item)
- Designation of
the Management Board as the competent body to limit or exclude any
pre-emptive rights (voting item)
- Designation of
the Management Board in relation to any long-term incentive plan(s)
- Designation of
the Management Board as the competent body to issue ordinary shares
and to grant rights to acquire ordinary shares (voting item)
- Designation of
the Management Board as the competent body to limit or exclude any
pre-emptive rights (voting item)
- Designation of
the Management Board in relation to convertible bonds and/or any
debt instrument including warrants
- Designation of
the Management Board as the competent body to issue ordinary shares
and to grant rights to acquire ordinary shares in relation to
convertible bonds and/or any debt instrument including warrants
(voting item)
- Designation of
the Management Board as the competent body to limit or exclude any
pre-emptive rights (voting item)
- Authorisation of
the Management Board to repurchase shares in the Company (voting
item)
- Appointment of
the auditor for the financial year 2024 up to and including 2026
(voting item)
- Discussion of
the corporate governance chapter in the report of the financial
year 2023 (advisory item)
- Amendment of the
name of the Company
- Amendment of the
name of the Company in the Articles of Association and Special
Voting Rights Terms (voting item)
- Approval of the
meeting of holders of special voting shares to amend the name of
the Company in the Special Voting Rights Terms (voting item)
- Any other
business
- Closing
Meeting documents
The Company is an international company and its
corporate language is English. The General Meeting will therefore
be conducted in English.
The agenda and the explanatory notes to the
agenda, the 2023 URD (which includes the report of the Management
Board and the annual accounts for the financial year 2023),
including the proposed amendment of the Articles of Association and
SVS Terms, are available on the website of the Company:
https://www.flentertainment.com/shareholders-annual-meeting/.
These documents are also available for
inspection at the office of the Company, 5, rue François 1er, 75008
Paris, France. Please send an email should you want to obtain a
copy free of charge (email: investors@flentertainment.com).
Attendance instructions
Registration dateShareholders
may exercise voting rights if they hold shares in the share capital
of the Company on 25 April 2024 (the "Registration
Date") and are registered as such in the administrations
held by the banks and brokers that are intermediaries (the
"Intermediaries").Attending in
personShareholders who wish to attend the General Meeting
in person or wish to authorize others to represent them at the
General Meeting and are entitled to attend the General Meeting must
register themselves at ABN AMRO via www.abnamro.com/evoting or
through the Intermediary in whose administration the shareholder is
registered as holder of shares of the Company, no later than 5:00
pm CET on 17 May 2024.The Intermediaries must provide to ABN AMRO,
via www.abnamro.com/intermediary, no later than 1:00 pm CET on 18
May 2024 a statement identifying the number of shares held by the
shareholder on the Registration Date and presented for
registration, as well as the full address details of the
shareholder concerned in order to be able to verify the
shareholding on the Registration Date in an efficient manner.The
shareholder will receive from ABN AMRO directly or via the
Intermediary, proof of registration (the "Registration
Card") with a registration number by e-mail. This
Registration Card will serve as an admission ticket to the General
Meeting and should be brought to the General Meeting in order to
gain admission in person.
Proxy and voting instructionsA
shareholder who does not wish to attend the General Meeting in
person may, without prejudice to the above with regard to
registration, grant an electronic proxy with voting instructions
via the evoting system of ABN AMRO (www.abnamro.com/evoting) no
later than 5:00 pm CET on 17 May 2024. This electronic proxy with
voting instructions in the ABN AMRO evoting system is granted to
M.A.J. Cremers, civil-law notary in Amsterdam, the Netherlands,
and/or her legal substitute and/or each civil-law notary of
Stibbe.1A proxy can be granted with or without voting instructions.
In case a proxy is granted without voting instructions it shall be
deemed to include a voting instruction in favor of all proposals
made by the Management Board. M.A.J. Cremers is authorised to share
the voting instructions given by a Shareholder with the Management
Board of the Company, unless the Shareholder explicitly states by
email to manon.cremers@stibbe.com no later than 5:00 pm CET on 17
May 2024 that he/she does not consent to the sharing of the voting
instructions given by him/her.
In the event the Shareholder later decides to
attend the meeting he/she has the possibility to withdraw his/her
proxy and voting instruction prior to the meeting, at the reception
desk of the venue of the General Meeting.
Admission on the day of the General
MeetingAdmission will take place at the registration desk
at the venue of the General Meeting between 1:30 pm CET and
1:50 pm CET, with 2:00 pm CET being the start of the General
Meeting on 23 May 2024.
It is not possible to be admitted after this
time. Attendees may be asked to identify themselves prior to being
admitted to the meeting and are therefore requested to bring a
valid identity document. Access may be declined in case no proof of
registration or identification can be provided.
Agenda
Q1 2024 results: 15 May 2024
General Shareholders’ Meeting: 23 May 2024
Investor Relations
Caroline Cohen – Phone: +33 1 44 95 23 34 –
c.cohen@flentertainment.com
Press Relations
flentertainment@brunswickgroup.com
Hugues Boëton – Phone: +33 6 79 99 27 15
Nicolas Grange – Phone: +33 6 29 56 20 19
About FL Entertainment
FL Entertainment Group is a global entertainment
leader founded by Stéphane Courbit, a 30-year entrepreneur and
entertainment industry pioneer. Our mission is to inspire passion
by providing audiences with engaging and innovative entertainment
experiences. The Group’s activities include content production
& distribution (through Banijay, the world’s largest
independent content producer and distributor) and online sports
betting & gaming (through Betclic, Europe’s fastest-growing
online sports betting platform). In 2023, FL Entertainment recorded
revenue and Adjusted EBITDA of €4,318m and €737m respectively. FL
Entertainment is listed on Euronext Amsterdam (ISIN: NL0015000X07,
Bloomberg: FLE NA, Reuters: FLE.AS).
Regulated information related to this
press release is available on the
website:https://www.flentertainment.com/results-center/https://www.flentertainment.com
1 Alternatively, a shareholder may also grant a
proxy in writing to a third party or to M.A.J. Cremers. For this a
form is available free of charge at the offices of the Company and
on the website
https://www.flentertainment.com/shareholders-annual-meeting/. The
form must be completed and be received by M.A.J. Cremers, civil-law
notary in Amsterdam, the Netherlands, by e-mail via
manon.cremers@stibbe.com no later than 5:00 pm CET on 17 May 2024.
This also applies for holders of registered shares.
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