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Notice of Kambi Group Plc Extraordinary General Meeting 2023

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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 Monday 19 June 2023 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

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• 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 29 May 2023

• 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 29 May 2023. 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 29 May 2023 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.

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• 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 Monday 29 May 2023 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. 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 www.kambi.com 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 [email protected] not less than 48 hours before the time appointed for the Meeting and in default shall not be treated as valid

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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

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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 3,127,830 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 2023 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 3 April 2023, the Directors resolved to obtain authority to buy back Ordinary ‘B’ shares in the Company having a nominal value of €0.003 each; and

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(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 3,127,830 which is equivalent to 10% of total shares as at the date of the notice to the 2023 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;

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(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 3,127,830; and

(e) the authority conferred by this resolution shall expire on the date of the 2024 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 11 May 2023 (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.

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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.

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Gaming Corps games suite to roll out with betPawa, which operates in 12 African countries

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Gaming Corps – a publicly-listed game development company based in Sweden – is to bring its premium games suite to more players across Africa after agreeing a partnership with betPawa.

More than 10 million Africans trust and use betPawa as their betting brand of choice, with the operator currently active in 12 countries across the continent. betPawa is on a mission to make betting friendly by providing 24-hour customer support, a user-friendly platform, the lowest minimum stakes and guaranteed and instant payments.

Players at betPawa will be able to enjoy Gaming Corps’ full portfolio of Crash, Mine, Table and Slot titles, as well as a certified Plinko. This will include recent smash hits such as RAMPAGE, Piggy Smash and Raging Zeus Mines, along with Gaming Corps’ renowned games series such as Jet Lucky and Coin Miner.

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Gaming Corps is now able to offer more value to players following the launch of its Smash4Cash™ mechanic, which is designed to make the game experience even more unique and bring an even greater chance for players to make the most of bonus rounds.

Mats Lundin, Gaming Corps’ Director of Sales, said: “We are delighted to partner with betPawa; an operator that has established a reputation as a successful and trusted betting brand across Africa.

“This is a fantastic opportunity for us to bring our thrilling games to many more players across the continent, and I look forward to offering even more magnificent games to betPawa’s players as we continue to strengthen our portfolio. Our Smash4Cash™ mechanic is already helping us produce games full of even more excitement, and I’m sure that trend will continue.”

Spencer Okach betPawa said: “This partnership with Gaming Corps will allow us to further strengthen our casino offering, and we are very excited to give our players the chance to make the most of Gaming Corps’ first-class games suite.

“We are always looking for ways to make the gaming experience with betPawa even more memorable, and I’m sure Gaming Corps’ ever-expanding list of games will help us do that.”

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The post Gaming Corps games suite to roll out with betPawa, which operates in 12 African countries appeared first on European Gaming Industry News.

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UK risks losing safer gambling leadership position – warns BetBlocker.org chief of partnerships

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Pedro Romero, chief of partnerships at safer gambling software provider BetBlocker.org has highlighted the sense of insecurity among Research, Education and Treatment organisations arising from the publication of the UK Government’s White Paper on gambling reform.

Speaking following February’s edition of ICE where BetBlocker and US-based International Centre for Responsible Gambling (ICRG), shared a £41,000 pool which was provided by leading brands Light and Wonder, Flutter, Betsson Group, IGT, Novomatic, Neccton and Playtech Pedro Romero noted: “The main talking points at ICE 2024, particularly in relation to safer gambling, revolved around the publication of the White Paper which has caused so much anxiety.

“It’s concerning that many in the third sector feel alienated from critical conversations about the future of safer gambling and harm minimisation.

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“The potential implications of this disconnect are significant, not just for the individuals and communities we serve, but for the UK’s reputation in the field.

“We must find a way to bridge this gap and work together to address the challenges ahead. Otherwise, I fear the UK risks losing its leadership position in advancing safer gambling practices.”

Regarding the £20,500 donation which was presented at ICE he added: “We have earmarked these funds with a dual purpose in mind. Primarily, it will assist with our running costs, which as a small charity is crucial for the sustainability of our operations.

“Additionally, we are excited about a very special project that we’re planning for ICE 2025 in Barcelona. Without giving too much away, it’s a development that aims to pay tribute to both Clarion and the city of Barcelona. We believe it will make a significant impact and we look forward to unveiling it.”

Romero spoke positively about the relocation to Barcelona stating: “ICE 2024 served as a fantastic farewell to London, marking the end of an era and the beginning of a new chapter in Barcelona.

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“While there’s a certain sadness in leaving a city that has been such a great host, the move to Barcelona is an exciting development. It represents a fresh opportunity for ICE to be the global gaming hub in a vibrant, dynamic city. We are very much looking forward to what the future holds in this new location.”

 

The post UK risks losing safer gambling leadership position – warns BetBlocker.org chief of partnerships appeared first on European Gaming Industry News.

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The MeridianBet – Golden Matrix Transaction Secures Approval at GMGI Shareholder Assembly

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The MeridianBet Group, Southeast Europe’s leading Business-to-Consumer (B2C) sports betting and gaming group, operating in multiple markets across Europe, Africa and Latin America, announced that the shareholders of Golden Matrix Group (GMG), a developer, licensor and global operator of online gaming and eCommerce platforms, systems and gaming content, have voted to approve the acquisition of MeridianBet.

Commenting on the merger Zoran Milosevic, Chief Executive Officer of MeridianBet Group, said: “Today marks a major milestone for MeridianBet and I am thrilled that the shareholders of Golden Matrix have overwhelmingly voted in favor of the acquisition of MeridianBet. By joining forces, we are not only expanding our reach but enhancing our ability to provide customers with a diverse and comprehensive offering whilst creating a leading global betting group. I look forward to announcing the completion of the deal in due course.”

The post The MeridianBet – Golden Matrix Transaction Secures Approval at GMGI Shareholder Assembly appeared first on European Gaming Industry News.

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