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Notice of Kambi Group Plc Extraordinary General Meeting 2022
In terms of Articles 41 and 42 of the Articles of Association of the Company
NOTICE IS HEREBY GIVEN that that AN EXTRAORDINARY GENERAL MEETING (the “Meeting”) of Kambi Group plc, company number C 49768 (the “Company”) will be held on Thursday 30 June 2022 at 11.00 CEST at Kambi, Hälsingegatan 38, 113 43 Stockholm, Sweden, 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 Thursday 9 June 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 Thursday 9 June 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 Thursday 9 June 2022 and can do so by (i) e-mail to Generalmeetingservice@euroclear. com 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.
- The original signed proxy form and, if applicable, other supporting documents (required pursuant to the above instructions), must be received by Euroclear Sweden AB no later than Thursday 9 June 2022 by (i) e-mail to Generalmeetingservice@euroclear .com or (ii) mail to: Kambi Group plc, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. Shareholders are therefore encouraged to submit their proxy forms (and other supporting documents, if any) as soon as possible.
- Proxy forms are available on the Company website under the General Meetings section.
- Aggregated attendance notifications and proxy data processed by Euroclear Sweden AB must be transmitted to and received by the Company by email at Mia.Nordlander@kambi .com not less than 48 hours before the time appointed for the Meeting and in default shall not be treated as valid.
Agenda
1. Opening of the Meeting
2. Election of Chairman 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
Special Business (Extraordinary Resolutions)
7. 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 a)
8. 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 a and, ii) bought back under this Resolution b, 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 b)
9. Closing of the Extraordinary General Meeting
Information about proposals related to Agenda items
Both extraordinary Resolutions, Resolutions a and b, were presented in their entirety to the Annual General Meeting held on 17 May, 2022 (which resolutions were referred to therein as resolutions m and n respectively), and obtained one majority of two required in terms of article 135 of the Companies Act (Cap 386), and in terms of Articles 48B.2(b) of the Articles of Association of the Company. To this end, this Extraordinary General Meeting is being convened within 30 days of the Annual General Meeting, in accordance with the aforementioned provisions of the Companies Act and the Articles, in order to take a fresh vote on the proposed extraordinary resolutions.
Agenda item 7 (Resolution a)
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 8 (Resolution b)
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.
7777 gaming, a leading provider of digital gaming solutions, has announced a significant strategic partnership with Scientific Games a global leader in retail and digital lottery games, technology, analytics and services, to deliver digital lottery games through the SG Content Hub Partner Program.
The SG Content Hub Partner Program is a unique platform and game content partnership program featuring an expanding, highly curated selection of iLottery games from best-in-class, game studios worldwide in a variety of play styles appealing to all player types in multiple languages, as well as access to select licensed properties from the largest licensed brands portfolio in the lottery industry. Scientific Games currently serves 150 lotteries in 50 countries.
Elena Shaterova, Chief Commercial Officer at 7777 gaming, expressed enthusiasm about the partnership: “Partnering with Scientific Games represents a significant milestone for 7777 gaming, solidifying our position as a global leader in digital lottery solutions. Through this collaboration, we are poised to deliver unparalleled gaming experiences to players worldwide, driving innovation and growth in the lottery industry.”
Steve Hickson, VP of Digital Games at Scientific Games commented: “We are delighted to welcome yet another top-class lottery game studio to the SG Content Hub Partner Program. The addition of 7777 gaming and their fantastic games aligns perfectly with our goal to make a variety of digital lottery content available to existing and new Scientific Games customers. Our SG Content Hub Partner Program is developing at pace as we continue to provide our customers with frictionless access to the very best content in the industry.”
The SG Content Hub Partner Program offers a one-stop solution for accessing multiple iLottery game studios, seamlessly integrating with a lottery’s existing gaming systems and iLottery technology. It streamlines operations, simplifies tech integrations, and enhances data analytics to drive game development and iLottery portfolio management.
7777 gaming is renowned for its ability to deliver high-quality iLottery games tailored to the unique requirements of different lotteries. The company ensures that its game content meets stringent government regulations and operators’ expectations for customization. With custom-made lottery concepts, 7777 gaming guarantees enhanced player satisfaction and fosters a deeper sense of connection and loyalty to the brand.
The post 7777 gaming signs a strategic iLottery content deal with Scientific Games appeared first on European Gaming Industry News.
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Atlas-IAC’s CEO Maxim Slobodyanyuk Talks Winning Strategies & Vision for Future Growth in the iGaming Sector
Atlas-IAC, a Next-Generation iGaming platform, has been recognized as the Best Sports Betting Provider Of The Year and Rising Star In Sports Betting Technology at the Prague Gaming & Tech Awards 2024. The GamingTECH Awards annually determine industry excellence in Central and Eastern Europe. Maxim Slobodyanyuk, CEO of Atlas-IAC, tells about insights into Atlas-IAC’s innovative solutions that are reshaping the iGaming landscape and the core principles of partnership driving mutual evolution for both Atlas-IAC and its esteemed operators.
Congratulations on winning “Best Sports Betting Provider Of The Year” and “Rising Star In Sports Betting Technology” at the GamingTECH CEE Awards 2024! How does Atlas-IAC feel about receiving such prestigious recognition?
We take pride in being acknowledged as the best sports betting provider and the rising star in sports betting technology across Central and Eastern Europe. At the heart of our success lies a team of exceptional visionaries, developers, and business analytics striving to elevate the industry to new heights of technological innovation and responsible gaming practices.
I’d like to thank our great partners for choosing Atlas-IAC as their technology provider, and for subscribing to our core business principle — to evolve and grow together. Our win is our partners’ win as well.
To be the best sports betting provider entails a weighty responsibility, one we approach with unwavering dedication. These awards serve as a validation of our unwavering commitment to excellence and as a catalyst for renewed determination to shape the future of sports betting technology. We are grateful for recognition and remain resolutely committed to charting new horizons of success alongside our valued partners.
Could you provide insights into the strategies that drove Atlas-IAC’s success in the iGaming industry?
At Atlas-IAC, our success strategy revolves around building strong partnerships and establishing a notable presence in the competitive global entertainment technology market. We prioritize automation, which gives us an edge in emerging markets and allows us to onboard partners quickly and streamline operations.
Continuously improving our platform to offer a seamless Sportsbook API experience is a priority. Our aim is to deliver fast performance, smooth betting experiences, real-time risk management, advanced anti-fraud measures, and scalable solutions for partners worldwide.
Staying up-to-date, enhancing our product, analyzing market and partner needs, and proactively responding to them are essential. Being the top technological partner is a strategy that consistently works for us.
How does Atlas-IAC’s in-house developed Sportsbook differentiate itself from competitors?
Atlas-IAC’s in-house developed Sportsbook sets us apart because we have full control over its features and can make rapid improvements. Features like Personal Odds Boost and Clever Margin allow for customized experiences tailored to our partners’ needs. We focus on personalization, ensuring the product aligns perfectly with each operator’s requirements. With a skilled team dedicated to our partners’ needs, we can promptly address requests and deliver effective solutions.
Atlas-IAC offers one of the most automated Sportsbook available in the market. How does automation enhance the experience for both operators and users?
Our fully automated Sportsbook API is efficient and user-friendly, enhancing engagement and retention. It’s equipped to handle high demand periods effectively and offers tools for precise betting management and reliable results. We can swiftly develop and integrate custom modules for partners, giving us a competitive edge. We prioritize meeting partners’ needs while delivering enjoyable experiences for players, fostering mutual benefit for all involved.
What specific features or tools have been well-received by operators in the iGaming industry?
In the realm of iGaming, Atlas-IAC has garnered recognition for its remarkable adaptability and keen responsiveness to the requirements of our partners. Understanding the distinctive needs of each operator, we have crafted a tailored approach to ensure effective solutions.
One specific example of our successful tools is our Cashback feature, which serves as a versatile tool for promoting sporting events and enhancing player entertainment. This feature offers customizable settings based on specific sports, events, odds criteria, and frequency. With such flexibility, operators can effectively incentivize participation and elevate excitement levels among players.
In essence, the suite of features and tools offered by Atlas-IAC not only addresses the diverse needs of operators but also fuels engagement and growth within the iGaming industry.
What are Atlas-IAC’s goals for continued innovation and growth in the iGaming sector?
Looking ahead, our primary aim is to continually push the boundaries of innovation while delivering outstanding value to our partners. We remain steadfast in our commitment to leading the charge in the iGaming sector, fostering sustainable growth, and championing responsible gaming practices. Our strategy revolves around staying agile, adapting to emerging trends, and catering to the unique needs of operators worldwide.
The evolving sports betting landscape of 2024 underscores the critical importance of adaptability and innovation. Operators must navigate this dynamic environment marked by technological advancements and regulatory shifts, and Atlas-IAC stands ready to assist them in this endeavor.
In terms of market focus, we are meticulously evaluating opportunities in LATAM, Eastern Europe, South-East Asia, and Africa. These regions offer significant growth potential, and our tailored strategy is geared towards effectively meeting the unique demands of these diverse markets.
The post Atlas-IAC’s CEO Maxim Slobodyanyuk Talks Winning Strategies & Vision for Future Growth in the iGaming Sector appeared first on European Gaming Industry News.
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The evolving landscape of affiliate marketing within the iGaming ecosystem presents both opportunities and challenges due to regulatory shifts. Adapting to these changes is crucial to navigate the dynamic environment effectively. Slotegrator experts exploring strategies to avoid pitfalls globally and adopting adaptable approaches can optimize affiliate marketing amidst evolving regulations.
The iGaming industry has had to focus on a number of changes in the area of affiliate marketing – as a result of regulatory and advertising changes.
Beyond that, it’s important to keep in mind another important key initiatives that include key components of a successful affiliate program:
- The quality of the content the affiliate creates.
- Regulations the affiliate or affiliate program might be subject to.
- This is especially important if the affiliate expects a commission for every sign-up. If the affiliate is getting paid for every player they send your way, the players need to stay for a while for it to be worth it.
- An ongoing analysis of the size and quality of traffic the affiliate is delivering you.
To know more about these points you can read an instruction from the Slotegrator Academy by link.
The changes have not only affected the regulatory environment of the iGaming industry, but also affiliate marketing as a result of the general changes. What is important to look out for?
Slotegrator shares some regional specifics of affiliate marketing:
- Asia is a diverse and dynamic region for affiliate marketing in the iGaming industry. Affiliates operating in Asia have to navigate complex regulatory conditions and varying cultural attitudes. Marketing managers have to employ strategies that prioritize mobile channelization, collaboration with opinion leaders, and compliance with local laws — all of which are essential to success.
- Affiliate marketing in Africa is still in its early stages but is already showing significant potential. With the increasing availability of the internet and the spread of smartphones, the continent is opening up opportunities for affiliates to reach a fast-growing market. However, factors such as regulatory uncertainty, payment processing difficulties, and the cultural diversity of the region need to be taken into account.
- In Latin America working with local affiliates who have a deep understanding of the regional market helps to better customize marketing campaigns and achieve higher conversion rates. Given the strict regulation of gambling in some Latin American countries, it is important to comply with local laws and advertising restrictions to avoid negative consequences.
- Affiliate marketing in Europe is a dynamic and competitive landscape where effective strategies and a professional approach can ensure significant business success and growth in the iGaming sector. One of the important parts of affiliate marketing in Europe is the use of a variety of channels to build audiences. It helps to diversify and increase the flow of traffic to the partner’s site, which helps to increase conversion rates. Careful research of each country’s rules and restrictions is needed regarding the advertising and promotion of gambling.
Alyce Fabel from CasinoRIX, Slotegrator’s media partner, summarizes key aspects for affiliate companies to concentrate on.“As each year passes, affiliates must strive to improve and keep pace with the market. Competition is growing, regulations are evolving, and that brings changes to many regions. We can highlight five key points for affiliate companies to focus on:
- Continuously search for and acquire new traffic channels. It’s crucial not to focus only on one channel; diversification is necessary. This has been particularly evident in the past year, with significant changes and updates in SEO and mobile traffic (iOS/Android applications).
- Ensure content quality. As AI tools continue to advance, it’s essential not only to learn to apply them in work but also to differentiate content written by humans from AI-generated content (especially crucial for SEO projects).
- Configure deep analytics. Constantly work on improving traffic quality and understand where to make enhancements. The standards for traffic quality are rising.
- Provide added value. It’s time to start developing the product aspect as well, thinking not only as an affiliate but also about providing customers with additional value. This will also help in achieving higher-quality marketing.”
Cultivate relationships with partners. Build strong and lasting relationships, stay informed about all industry changes and news, and keep up with technologies and innovations. This is crucial for achieving high results.
And some words about the affiliate marketing trends as a compass to guide development efforts in this area in the right direction. Khoren Ispiryan, sales manager at Slotegrator, and the speaker of the latest Prague Gaming & TECH Summit ‘24, shares some insights:
- “The best thing is to include real people in the affiliate marketing. To create an environment where bloggers, streamers and influencers will make a bigger impact on the end user behavior.
- In 2024, gambling companies will continue to partner with influencers and other internet celebrities. These partnerships will be increasingly effective methods of attracting new audiences, promoting products, and increasing brand awareness.
- Loyalty programs and other ways of enhancing the user experience will also be essential for the promotion of gambling websites.
- The development of partner relationship management software will be a major priority. It will help improve usability for affiliate partners and enable better communication between companies and affiliates. For instance, Partnergrator from Slotegrator offers a solution for online gambling platform operators who face difficulties in tracking their affiliate program data. This innovative solution provides the ability to manage and analyze affiliate programs in real-time, using analytics to simplify the decision-making process.”
The post How to avoid failing at affiliate marketing in 2024? appeared first on European Gaming Industry News.
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