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Notice of Kambi Group Plc Annual General Meeting 2022
In terms of Articles 41 and 42 of the Articles of Association of the Company
NOTICE IS HEREBY GIVEN that that THE ANNUAL GENERAL MEETING (the “Meeting”) of Kambi Group plc, company number C 49768 (the “Company”) will be held on Tuesday 17 May 2022 at 11.00 CEST at Kambi, Hälsingegatan 38, 113 43 Stockholm, to consider the following Agenda. The registration of shareholders starts at 10.30 CEST.
Right to attendance and voting
- To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the number of votes they may cast), shareholders must be entered on the Company’s register of members maintained by Euroclear Sweden AB by Monday 25 April 2022.
- Shareholders whose shares are registered in the name of a nominee should note that they may be required by their respective nominee/s to temporarily re-register their shares in their own name in the register of members maintained by Euroclear Sweden AB in order to be entitled to attend and vote (in person or by proxy) at the Meeting. Any such re-registration would need to be effected by Monday 25 April 2022. Shareholders should therefore liaise with and instruct their nominees well in advance thereof.
- To be entitled to attend and vote in person at the Meeting, shareholders must notify Euroclear Sweden AB of their intention to attend the Meeting by Monday 25 April 2022 and can do so by (i) e-mail to [email protected] or (ii) mail to: Kambi Group plc, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or (iii) by phone on +46 8 402 9092 during the office hours of Euroclear Sweden AB. Notification should include the shareholder’s name, address, email address, daytime telephone number, personal or corporate identification number, number of shares held in the Company, as well as details of any proxies (if applicable, in the case that the shareholder has appointed a third party representative to attend the Meeting in their stead). Information submitted in connection with the notification will be computerised and used exclusively for the Meeting. See below for additional information on the processing of personal data.
Shareholders’ right to appoint a proxy
- A shareholder who is entitled to attend and vote at the Meeting, is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not also be a shareholder. If the shareholder is an individual, the proxy form must be signed by the appointer (or his authorised attorney) or comply with Article 126 of the Articles. If the shareholder is a corporation, the proxy form must be signed on its behalf by an authorised attorney or a duly authorised officer of the corporation or comply with Article 126 of the Articles.
- Proxy forms must clearly indicate whether the proxy is to vote in their discretion or in accordance with the voting instructions sheet attached to the proxy form. Your proxy shall vote as you have directed in respect of the resolutions set out in this notice or on any other resolution that is properly put to the meeting. If the proxy form is returned to the Company without any indication as to how the proxy shall vote, generally or in respect of a particular resolution, the proxy shall exercise their discretion as to how to vote or whether to abstain from voting, generally or in respect of that particular resolution (as applicable).
- Where the shareholder is a corporation, a document evidencing the signatory right of the officer signing the proxy form, must be submitted with the proxy form. Where the proxy form is signed on behalf of the shareholder by an attorney (rather than by an authorised representative, in the case of a corporation), the original power of attorney or a copy thereof certified or notarised in a manner acceptable to the Board of Directors must be submitted to the Company, failing which the appointment of the proxy may be treated as invalid.
Agenda
1. Opening of the Meeting
2. Election of Chair of the Meeting
3. Drawing up and approval of the voting list
4. Approval of the Agenda
5. Determination that the Meeting has been duly convened
6. Election of two persons to approve the minutes
7. Presentation of the Consolidated Financial Statements (Annual Report), the Financial Statements of the Company for the year ended 31 December 2021 and the auditor’s reports.
8. The CEO’s presentation
Ordinary Business (Ordinary Resolutions)
9. To receive and approve the Consolidated Financial Statements (Annual Report) and the Financial Statements of the Company for the year ended 31 December 2021 and the Reports of the Directors and Reports of the Auditors thereon. (Resolution a)
10. To approve the remuneration report set out on page 55 of the Company’s Annual Report and Financial Statements for the year ended 31 December 2021. (Resolution b)
11. To determine the number of Board members. (Resolution c)
12. To determine the Board members’ fees. (Resolution d)
13. To re-elect Lars Stugemo as a Director of the Company. (Resolution e)
14. To re-elect Anders Ström as a Director of the Company. (Resolution f)
15. To re-elect Patrick Clase as a Director of the Company. (Resolution g)
16. To re-elect Marlene Forsell as a Director of the Company. (Resolution h)
17. To re-elect Cecilia de Leeuw as a Director of the Company. (Resolution i)
18. To appoint the Chair of the Board. (Resolution j)
19. Resolution on guidelines for how the Nomination Committee shall be appointed. (Resolution k)
20. To re-appoint Mazars as Auditors of the Company, represented by Paul Giglio, and to authorise the Directors to determine the Auditors’ remuneration. (Resolution l)
Special Business (Extraordinary Resolutions)
21. THAT the Directors be and are hereby duly authorised and empowered in accordance with Articles 85(1) and 88(7) of the Companies Act and Article 3 of the Articles, on one or several occasions prior to the date of the next Annual General Meeting of the Company, to issue and allot up to a maximum of 3,106,480 Ordinary ‘B’ shares in the Company of a nominal value of €0.003 each (corresponding to a dilution of 10% of total shares as at the date of the notice to the 2022 Annual General Meeting) for payment in kind or through a direct set-off in connection with an acquisition, and to authorise and empower the Directors to restrict or withdraw the right of pre-emption associated to the issue of the said shares. This resolution is being taken in terms and for the purposes of the approvals necessary in terms of the Companies Act and the Articles of Association of the Company. (Resolution m)
22. WHEREAS (i) at a meeting of the Board of Directors of the Company held on 30 March 2022, the Directors resolved to obtain authority to buy back Ordinary ‘B’ shares in the Company having a nominal value of €0.003 each; and
(ii) pursuant to Article 5 of the Articles and Article 106(1) (b) of the Companies Act a company may acquire any of its own shares otherwise than by subscription, provided inter alia authorisation is given by an extraordinary resolution, which resolution will need to determine the terms and conditions of such acquisitions and in particular the maximum number of shares to be acquired, the duration of the period for which the authorisation is given and the maximum and minimum consideration.
NOW THEREFORE the members of the Company resolve that the Company be generally authorised to make purchases of Ordinary ‘B’ shares in the Company of a nominal value of €0.003 each in its capital, subject to the following:
(a) the maximum number of shares that may be so acquired is 3,106,480 which is equivalent to 10% of total shares as at the date of the notice to the 2022 Annual General Meeting;
(b) the minimum price that may be paid for the shares is SEK1 per share;
(c) the maximum price that may be paid for the shares is SEK1,000 per share;
(d) the maximum aggregate number of shares that can either be i) issued and allotted under Resolution m and, ii) bought back under this Resolution n, shall not exceed 3,106,480; and
(e) the authority conferred by this resolution shall expire on the date of the 2023 Annual General Meeting, but in any case shall not exceed the period of 18 months, but not so as to prejudice the completion of a purchase contracted before that date. (Resolution n)
23. Closing of the Annual General Meeting
Information about proposals related to Agenda items
Agenda item 2
The Nomination Committee proposes that Lars Stugemo be elected Chair of the Meeting.
Agenda item 10
The Board of Directors proposes that the AGM approves the remuneration report on page 55 of the Company’s Annual Report and Financial Statements for the year ended 31 December 2021.
Agenda item 11
The Nomination Committee proposes that the Board of Directors should consist of five Directors.
Agenda item 12
The Nomination Committee appointed by the Directors of the Company pursuant to Article 90 of the Articles, proposes that the aggregate amount per annum of the ordinary remuneration of Directors shall not exceed €360,000 (previously €360,000).
The Directors have determined in terms of Articles 68 and 69 of the Articles that the annual amount of the ordinary remuneration of a Director shall be €52,500 (previously €52,500) and of the Chair of the Board shall be €105,000 (previously €105,000). The annual extra remuneration payable to each member of the Audit Committee and the Remuneration Committee shall be €7,000 (previously €7,000). Additionally, the directors have determined that an extra remuneration of €2,000 (previously €1,100) is payable to each director per licence application handled in the US, and a fee, at the rate of €2,100 (previously €2,100) per day spent in the US in conjunction with handling of the applications, is paid to any director as required.
Agenda item 18
The Nomination Committee proposes that Lars Stugemo is appointed as the Chair of the Board.
Agenda item 19
The Nomination Committee proposes that the Annual General Meeting resolves that, until the general meeting of the shareholders decides otherwise, the Nomination Committee shall consist of not less than four and not more than five members, of which one shall be the Chair of the Board of Directors. The members of the Nomination Committee shall represent all shareholders and be appointed by the three or four largest shareholders as at 30 September each year, having expressed their willingness to participate in the Nomination Committee.
Agenda item 20
Following a formal tender process and in accordance with the recommendation by the Audit Committee, the Nomination Committee proposes that Mazars Malta be re-appointed auditor for the period from the end of the Annual General Meeting 2022 until the end of the Annual General Meeting 2023. The Nomination Committee proposes that the auditor’s fees be paid based on approved invoices.
Agenda item 21
The objectives of the authorisation are to increase the financial flexibility of the Company and to enable the Company to use its own financial instruments for payment in kind or through a directed set-off to a selling partner in connection with any business acquisitions the Company may undertake or to settle any deferred payments in connection with business acquisitions. The market value of the shares on each issue date will be used in determining the price at which shares will be issued. For the purposes of Article 88(7) of the Companies Act, through this resolution the members of the Company are also authorising the Board of Directors to restrict or withdraw the members’ right of pre-emption that would normally entitle members to be offered the newly issued shares in the Company in proportion to their shareholding before such new shares are offered to third parties.
Agenda item 22
The Board of Directors proposes that the acquisition by the Company of its own shares shall take place on First North Growth Market at Nasdaq Stockholm or via an offer to acquire the shares to all members of the Company. Such acquisitions of own shares may take place on multiple occasions and will be based on market terms, prevailing regulations and the capital situation at any given time. Notification of any purchase will be made to First North Growth Market at Nasdaq Stockholm and details will appear in the Company’s annual report and accounts. Any resolution to repurchase own shares will be publicly disclosed. The objective of the buyback and transfer right is to ensure added value for the Company’s shareholders and to give the Board increased flexibility with the Company’s capital structure.
Following such buybacks, the intention of the Board would be to either cancel, use as consideration for an acquisition or transfer to employees under a company share incentive plan. Once repurchased, further shareholder and Bondholder approval would be required before those shares could be cancelled.
If used as consideration for an acquisition the intention would be that they would be issued as shares and not sold first.
Note
Holder of the Convertible Bond
This notice is also sent to Moneytainment Media Ltd, a limited liability company incorporated in Malta with Registration No. C 41331, and of Registered Office at Level 6, The Centre, Tigne Point, Sliema TPO 0001, Malta, as the holder of the Convertible Bond, having the right to attend the Annual General Meeting as an observer.
Other
The Company has 31,064,797 ordinary B shares outstanding as of the date of this notice (one vote per ordinary B share).
By order of the board,
Kambi Group plc
Malta, March 2022
Betano, the leading online sports betting and gaming brand owned by Kaizen Gaming, is launching its new responsible gaming campaign featuring former Uruguayan player Sebastián Abreu, nicknamed “El Loco”, as its ambassador.
The campaign aims to promote education about sports betting, reinforce its entertainment aspect, and dispel the idea that gaming is a form of investment.
Known for his irreverent style on and off the field, “Loco” Abreu entered the record books as the athlete who has played for the most clubs worldwide and was immortalised by his audacious “panenka” winning penalty kick in the 2010 World Cup quarterfinal (Uruguay vs Ghana). “El Loco” now assumes a new moniker as Betano’s ambassador: “El Responsável” (The Responsible One).
Using the concept of “Não mete o Loco” (Don’t Go Crazy) – a reference to Loco Abreu’s sports history – the new campaign premieres with an entertaining 60-second film starring the player. Speaking in his signature “portunhol” (a mix of Portuguese and Spanish) combined with popular expressions, Betano’s Responsible Gaming ambassador aims to raise awareness among football fans about the importance of time limits, controls, and breaks. By visiting the website naometeoloco.com, the public will have access to educational content on the subject, such as illustrative scenarios about respecting limits and knowing when to stop.
Media: youtu.be/1I8OZci5Hpw
Arthur Niggemann, Senior Marketing Manager for the Americas at Betano, said: “We brought a light and relaxed approach that will capture our audience’s attention to discuss a serious topic that Betano has been committed to since the beginning of its operations: responsible gaming.”
With the campaign designed to roll-out in phases, allowing the theme to be explored with the necessary teaching approach on an ongoing basis, Arthur Niggeman further explains: “In the next phases, the focus will be on educating the public more directly, with materials such as guides or step-by-step instructions for betting safely, reinforcing self-control and self-confidence as pillars of a conscious and responsible experience in the betting world.”
In addition to Brazil, the campaign will also be aired in Peru, Mexico, Chile, Colombia, Ecuador, and Argentina. Conceived by the Wieden + Kennedy SP agency, the campaign uses irreverence and a Latin American football idol to help boost awareness.
José Ferraz and Felipe Paiva, Group Creative Directors at W+KSP, explain: “Responsible gaming is a serious and extremely important topic for Betano. Therefore, to educate our consumers in a fun and relatable way, there’s no one better than the charismatic Loco Abreu. A player who took many risks on the field but returns to the game with a new role: spokesperson for conscious gaming.”
The campaign reinforces the three basic rules of responsible gaming: respect your limits, always playing with amounts within your financial reality; take breaks from gaming so it doesn’t become an intense routine; and bet for fun, without confusing entertainment with a form of supplementary income.
Campaign on the Streets, on Social Media, and in Stadiums
The communication for the campaign will be multiplatform and long-lasting, developed in three distinct phases. In addition to the main film, the campaign engages with the public through outdoor media around stadiums and light content on social media.
There will also be insertions during football broadcast intervals on open and Pay TV, even before ads from other betting houses. With the help of content creators and brand ambassadors – Adriane Galisteu and Felipe Massa – the campaign aims to make clear the entertainment nature of sports betting, but only when fun comes first.
Safe and Secure Platform
Responsible gaming is a pillar of Betano. The educational communications present on the platform will now be reinforced, highlighting Betano’s features for better time control and more responsible exposure to its games. Some examples include:
- Setting financial and time limits defined for different periods
- Session timers and other features that can be set by the customer
- Temporary and permanent self-exclusion options
- Time-out option
- Links to entities such as Gamblers Anonymous (Jogadores Anônimos) and other support organisations for players and families
- Rigorous verification that prevents underage entry
- 24/7 specialized support
Other relevant information for player protection already available on the Betano platform – such as ‘Avoid chasing losses’; ‘Only play when you can afford to lose’; or ‘Keep track of time and monitor the amount you spend’ – will be worked on in an even more didactic way, but also with lighter and more direct messages in online and physical actions: ‘A good player knows when to stop’ or ‘Respecting limits is part of the game’.
The post Betano Transforms “El Loco” into “El Responsável” appeared first on European Gaming Industry News.
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Boomerang Partners wowed the guests of iGB L!VE London with a celebration of the first anniversary of the strategic partnership with AC Milan
On July 2-3, Boomerang Partners, a global marketing agency, participated in iGB L!VE London. One of the event’s highlights was the celebration of the first anniversary of the strategic partnership between Boomerang and AC Milan, one of the world’s premier football clubs. Boomerang is its Official Regional Partner.
Anton Eshtokin, Chief Marketing Officer at Boomerang Partners, commented: “We are very pleased with Boomerang Partners’ participation in iGB L!VE London. It is symbolic that, a year ago at iGB, we announced our strategic partnership with AC Milan. We celebrated the first anniversary of this epic collaboration in a great atmosphere, featuring match ticket raffles. We were delighted to welcome hundreds of guests to our booth, highlighting once again the prestige of our partnership with AC Milan in the industry. We have many more joint projects ahead of us, and we are sure that we will be able to surprise everyone.”
The celebration of the strategic partnership with AC Milan was one of the main (but not the only) reasons why the Boomerang Partners booth was a hotspot for visitors to the exhibition. More than 1,000 people visited it during the two-day event. Over 900 guests took part in the Penalty Challenge. The challenge featured two raffles — the first held offline at the Boomerang Partners booth on July 2, and the winner received premium tickets to one of the most famous football matches in the world between AC Milan and Inter FC. The second draw took place online on July 3 on Boomerang’s Instagram page. The winner will receive tickets to an AC Milan match in the Italian Serie A or the Coppa Italia.
The winner of the offline drawing on July 2 was Saad Shaikh, a data engineer at Betzoo Media. He shared his emotions: “This is my first time in iGB. My experience was truly great, and thank you again for giving me the opportunity to have a good time and enjoy the experience I’ll have in Milan. I haven’t been to Milan before. Back in my old days, my family went. Yeah, so this is my second chance. And thank you, Boomerang, for giving me this opportunity.”
iGB L!VE London was successful for Boomerang Partners. The increased attention from exhibition guests to the Boomerang Arena booth yielded impressive results. The agency held more than 120 business meetings and signed 15 new partnership agreements. As the brand enters its second year of partnership with AC Milan, it remains ambitious to follow its slogan, ‘Live without limits.’
About Boomerang
Boomerang Partners is a rapidly growing global brand offering a wide range of services. Boomerang is the Official Regional Partner of AC Milan and collaborates with women’s football star and influencer Alisha Lehmann. In 2024, it launched the inaugural Golden Boomerang Awards — a global tournament for affiliate teams. More than 400 affiliate teams participated in the second season of the tournament in 2025. Boomerang launched six new products in 2024, which contributed to an almost 1.5-fold increase in product users.
Boomerang’s portfolio contains 17+ brands offering affiliate and entertainment services across 40+ markets in compliance with local regulations. These products provide personalized bonuses and 24/7 multilingual support.
The post Boomerang Partners wowed the guests of iGB L!VE London with a celebration of the first anniversary of the strategic partnership with AC Milan appeared first on European Gaming Industry News.
“We weren’t just present — we were participants of Runfest. And that’s one of the most important aspects,” said Artak Ashkhatoyan, Deputy CEO of Totogaming.
On July 6, Totogaming joined the Cernica Pantelimon Runfest in Romania, once again emphasizing the importance of promoting amateur sports and a healthy lifestyle.
“Supporting such initiatives is a priority for TotoGaming. First, 50% of the proceeds from RunFest will be donated to the CLOVES Romania Foundation, supporting children affected by CLOVES Syndrome. And second, we’ve always believed in showing our passion for sports through actions, not just words. Have you noticed how we’re constantly rushing through life, yet when we look back, it often feels like we haven’t moved at all? It’s important for us to lead by example and show the importance of participation. This is exactly the message we’re promoting through our team’s active involvement in the marathon. After all, there can never be too much sport in our lives,” said TotoGaming’s Deputy CEO, Artak Ashkhatoyan.
A Simple Concept, a Powerful Impact
The concept of this sports event is straightforward: choose a distance between 1 to 21 kilometers and run. The goal? Make sport an integral part of everyday life. The crowd certainly embraced that, gathering as early as 8:30 a.m. — on a Sunday morning.
Totogaming contributed in two distinct capacities: as an official sponsor and as an active participant. A dedicated team of 13 employees represented the company at the Cernica Pantelimon RunFest, with 7 of them proudly taking part as runners.
More Than Just a Run
It wasn’t an easy challenge — especially because among Totogaming’s runners were people for whom running isn’t a daily habit, or even part of their life at all. Yet they couldn’t miss the opportunity, not least from the perspective of corporate responsibility.
“We just finished the 7.5-kilometer race!” shared Petrut-Adrian Toea from the Totogaming team.
“It was amazing, honestly. Around the 2-kilometer mark, I had this little battle with myself — I told myself I had to finish the race, no matter what. And I did it! I came in around 60th place out of over 100 runners, which for me is a really good result.”
“I see my participation as a small contribution toward promoting a healthy lifestyle. In my close circle, everyone knows I’m not exactly the sporty type. I’m not athletic, and I usually prefer having fun in other ways. But showing up here, early in the morning, in this intense heat, and completing almost 8 kilometers with just one short break — I think it set a good example.”
“I hope seeing someone like me finish this challenge motivates my friends to try something similar for their own health. I believe that’s a meaningful contribution”, – added Petrut-Andrea.
Totogaming also made it possible for every attendee to bring sport into their lives — quite literally. At the Totogaming tent, participants could ride stationary bikes and receive prizes based on the number of points they earned through their efforts.
Whether they were running, cycling, or simply cheering for friends, the goal for everyone was the same: to reach the destination of champions — by bringing sport into everyday life.
The post Totogaming Joins Cernica Pantelimon RunFest: Not Just Present, But Fully Participating appeared first on European Gaming Industry News.
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