Exhibit 99.2
SHARPLINK GAMING LTD.
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We are pleased to invite you to attend the Extraordinary General Meeting of Shareholders (the “Meeting”) of SharpLink Gaming Ltd., which we refer to as “SharpLink,” “we” or the “Company,” to be held on Friday, January 20, 2023 at 4:00 PM Central Time at SharpLink’s corporate headquarters located at 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota 55401, and thereafter as it may be adjourned or postponed from time to time.
At the Meeting, shareholders will be asked to adopt the following resolutions:
1. | To approve a reverse share split of the Company’s ordinary shares, par value NIS 0.06 per share (the “Ordinary Shares”) by a ratio of up to and including 20:1, to be effective at the ratio and on a date to be determined by the Company’s Board of Directors, and amendments to the Company’s Amended and Restated Articles and Memorandum of Association to effect such reverse share split; |
2. | To approve the appointment of Cherry Bekaert, LLP, a registered public accounting firm, as our independent auditor for the year ended December 31, 2022 and to authorize the Company’s Board of Directors to fix such accounting firm’s compensation in accordance with the nature of their services or to delegate such power to the Company’s Audit Committee; and |
3. | To transact any other business that may be properly brought before the Meeting or any continuation, adjournment or postponement thereof. |
Our Board of Directors unanimously recommends that you vote FOR the foregoing proposals, each of which is more fully described in the accompanying proxy statement.
Shareholders of record at the close of business on Tuesday, December 13, 2022 are entitled to notice of and to vote at the Meeting or any adjournments or postponements thereof.
We expect that the proxy statement and the accompanying proxy card will be mailed to shareholders of record (as set forth above) on or about Monday, December 19, 2022.
The affirmative vote of holders of at least 75% of our Ordinary Shares represented at the Meeting, in person or by proxy, entitled to vote and voting, is necessary for the approval of proposal 1. The affirmative vote of holders of at least a majority of our Ordinary Shares represented at the Meeting, in person or by proxy, entitled to vote and voting, is necessary for the approval of proposal 2.
We know of no other matters to be submitted at the Meeting other than as specified in this Notice of Extraordinary General Meeting of Shareholders. If any other business is properly brought before the Meeting, the persons named as proxies will vote in respect thereof in accordance with the recommendation of our Board of Directors.
Eligible shareholders may present proper proposals for inclusion in the Meeting by submitting their proposals to the Company no later than Thursday, December 15, 2022. Should changes be made to any proposal or to the agenda of the Meeting after the mailing of this proxy statement, we will communicate the changes to our shareholders through the publication of a press release, a copy of which will be furnished to the United States Securities and Exchange Commission (the “SEC”) on Form 6-K, and available to the public on the SEC’s website at www.sec.gov.
You can vote either by mailing in your proxy, by Internet, by phone or in person by attending the Meeting. If voting by mail, the proxy must be received by our voting processing agency at least 48 hours prior to the appointed time of the Meeting or at our registered office in Minneapolis, Minnesota at least four (4) hours prior to the appointed time of the Meeting to be validly included in the tally of Ordinary Shares. If voting by Internet or phone, your vote must be received by 11:59 PM Eastern Time on Thursday, January 19, 2023 to be validly included in the tally of the Ordinary Shares voted at the Meeting. If you attend the Meeting, you may vote in person and your proxy will not be used. Detailed proxy voting instructions are provided both in the proxy statement and on the enclosed proxy card. Shareholders wishing to express their position on an agenda item may do so by submitting a written statement to our office at the above address no later than Tuesday, January 10, 2023. Any position statement received will be furnished to the SEC on Form 6-K, which will be available to the public at the aforementioned website.