Plus500 : 2024 Results of AGM

Company number: 514142140

7 May 2024

In accordance with Listing Rule 9.6.2, the following are the resolutions that do not constitute ordinary business that were passed at the annual general meeting of Plus500 Ltd. (the "Company") on 7 May 2024.

Authority to allot

7 To authorise the Directors pursuant to Article 10(c) of the Company's Articles of Association ("Articles") to allot and issue up to 3,911,730 ordinary shares (representing approximately 5 per cent of the Company's issued share capital (excluding shares held in treasury) as at 28 March 2024) for cash as if Article 10(b) of the Articles of Association did not apply to such allotment.

The authority conferred by this Resolution shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2025 or, if earlier, at the close of business on 5 August 2025, unless such authority is renewed prior to this time. Under the authority conferred by this Resolution, the Directors may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted or rights to subscribe for, or convert any security into, shares to be granted after the authority expires and the Directors may allot shares or grant rights to subscribe for, or convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the relevant authority conferred in this Resolution had not expired.

Disapplication of pre-emption rights

8 To authorise the Directors pursuant to Article 10(c) of the Company's Articles of Association to allot and issue up to 3,911,730 ordinary shares (representing approximately 5 per cent of the Company's issued share capital (excluding shares held in treasury) as at 28 March 2024) for cash as if Article 10(b) of the Articles of Association did not apply to such allotment and issue, such authority to be limited to the allotment of equity securities or sale of treasury shares, to be used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles published in 2015.

The authority conferred by this Resolution shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2025 or, if earlier, at the close of business on 5 August 2025, unless such authority is renewed prior to this time. Under the authority conferred by this Resolution the Directors may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted or rights to subscribe for, or convert any security into, shares to be granted after the authority expires and the Directors may allot shares or grant rights to subscribe for, or convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the relevant authority conferred in this Resolution had not expired.

Authority to purchase own shares

10 To authorise the Company to make purchases of up to 7,823,460 ordinary shares (representing approximately 10 per cent of the Company's issued share capital (excluding shares held in treasury) as at 28 March 2024) for cash, provided that:

1. The minimum price which may be paid for an ordinary share is ILS 0.01, such minimum price being exclusive of any expenses;
2. The maximum price which may be paid for an ordinary share is not more than the higher of: (i) an amount equal to 105 per cent of the average of the market value for an ordinary share as derived from the London Stock Exchange plc Daily Official List for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the London Stock Exchange at the time the purchase is carried out, such maximum price being exclusive of any expenses;
3. This authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2025 or, if earlier, at the close of business on 5 August 2025, unless such authority is renewed prior to this time; and
4. Under the authority conferred by this Resolution, the Company may before the authority expires make an offer or enter into an agreement to purchase ordinary shares under this authority which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of ordinary shares in pursuance of such an offer or agreement as if the power conferred in this Resolution had not expired.