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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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SBC Summit Tbilisi 2024: The iGaming and Sports Betting Event where Eastern Europe Meets Central Asia

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The SBC Summit Tbilisi 2024 is set to bring together the key players in the iGaming and sports betting industries from June 25-26, 2024, at the Sheraton Grand Tbilisi Metechi Palace, Georgia. Organized by SBC Events in collaboration with Sports Media Holding, this event promises to be a pivotal gathering for professionals targeting the burgeoning markets of Eastern Europe and Central Asia.

A Gateway to Eastern Europe and Central Asia

The second edition of the SBC Summit Tbilisi is designed to offer unparalleled insights into the high-potential markets of the Black Sea, Eastern Europe, and Central Asia. This premier conference is a must-attend for those looking to expand their business into complex and diverse regions such as Georgia, Romania, Serbia, Bulgaria, Kazakhstan, and Slovenia. The event provides a unique platform to understand the local regulatory landscapes, cultural nuances, and market opportunities.

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Comprehensive Conference Agenda

The SBC Summit Tbilisi 2024 will feature a rich conference agenda that brings together C-Level executives and industry experts to discuss a wide range of topics. Attendees can expect to gain valuable knowledge on:

  • iGaming trends and innovations
  • Emerging market opportunities
  • Regulatory updates and compliance strategies
  • Outsourcing and business relocation opportunities

Who Will Be There?

The summit is expected to attract over 1,500 delegates, including 600 operators, 150 affiliates, 60+ speakers, and 30 exhibitors. This diverse gathering offers a fantastic opportunity to network with key decision-makers, generate leads, and forge meaningful partnerships.

Networking Opportunities

SBC Events are renowned for their exceptional networking experiences, and the Tbilisi Summit will be no exception. From the moment attendees step into the venue, they will be treated to an all-inclusive networking environment. Designated areas on the show floor will provide hot refreshments, breakfast, and lunch, along with various bars offering favorite drinks throughout the venue.

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Evening networking events will take place in some of Tbilisi’s most upscale locations, providing a relaxed and enjoyable atmosphere to continue business discussions and build new connections.

Special Features

  • Keynote Speaker: Chris Bird, CEO of The Raheem Sterling Foundation and former COO of Manchester City, will share his insights and experiences, adding significant value to the event’s agenda.
  • VIP Networking: Attendees can look forward to an exclusive VIP networking experience, ensuring they can connect with the most influential figures in the industry.
  • Held in Collaboration with Sports Media Holding: As a leading service aggregator in the EE&CIS region, SMH Global brings a wealth of expertise and networking opportunities to the event.

Why Attend?

The SBC Summit Tbilisi 2024 offers an unmatched opportunity to gain a foothold in the promising markets of Eastern Europe and Central Asia. With a comprehensive agenda, top-tier speakers, and exclusive networking events, this summit is the ideal platform for industry professionals to learn, connect, and grow their businesses.

For more information and to register, visit the SBC Summit Tbilisi website.

The post SBC Summit Tbilisi 2024: The iGaming and Sports Betting Event where Eastern Europe Meets Central Asia appeared first on European Gaming Industry News.

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WHO WILL BE THE BEST IN THE WORLD?

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EA SPORTS FC™ have revealed details for the inaugural EA SPORTS FC™ Pro World Championship, the crowning moment for the world’s largest football esports circuit.

What is the prize pool?

The FC Pro World Championship will bring the world’s top 32 FC Pro competitors to Uber Eats Music Hall in Berlin, Germany, from July 10-13 to vie for the lion’s share of USD $1 million in total prizing.

How can fans watch the event live?

Fans will be able to attend live on July 12-13 to watch the action unfold. More information on ticketing will be announced at a later date.

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What is the play-in tournament?

One day prior to the kick off of the FC Pro World Championship, 20 top-ranked players from FC Pro Leagues will compete to secure one of the eight remaining seats during the Play-In tournament on Wednesday, July 10.

These eight finalists will join 24 competitors who have already qualified for the three-day global finals through the FC Pro Open – an open circuit for competitive EA SPORTS FC players – and FC Pro Leagues – an ecosystem that fully harnesses the global world of football in partnership with top leagues and federations.

Ensure you’re up-to-date on all the news coming from the FC Pro World Championship by following EA SPORTS FC PRO on InstagramX and TikTok.

The post WHO WILL BE THE BEST IN THE WORLD? appeared first on European Gaming Industry News.

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Meridianbet (Golden Matrix Group) Launches the Unique Casino Bonus Wallet

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Meridianbet, a prominent global iGaming and sports betting operator and a part of the Golden Matrix Inc Group (Nasdaq: GMGI), is thrilled to announce the launch of its new Casino Bonus Wallet.

This latest innovation underscores Meridianbet’s commitment to prioritizing the user experience and solidifying its position in Europe’s online casino (iGaming) community.

 

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Key Features of the Casino Bonus Wallet

The new Casino Bonus Wallet exclusively holds casino bonus funds, which can be used to play all games in the slots offering. Players receive bonus funds by participating in active promotions on the site. Some of the standout features include:

 

  • Automated Rollover: The feature has an automated rollover system, transferring the bonus system across various products

 

  • Customizable Rollovers: Possibility to set different rollover requirements for various types of games, including table games, slots, and live casino games

 

  • Live Progress Bar: A live progress bar allows players to track their bonus progress in real-time, securing maximum transparency and engagement

 

  • Diverse Game Selection: The wallet allows for the selection of different games, categories, and providers for promotions, catering to a wide range of player preferences

 

  • Transparent Gameplay: Games eligible for bonus play are clearly and visually separated, ensuring players know exactly which games can be played with bonus money

 

Meridianbet’s Unique Market Position

Acting as the industry unicorn, Meridianbet operates both the B2B and B2C market segments, including iGaming and sports betting. This includes a comprehensive loyalty system and other proprietary technologies that set it apart from competitors.

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  • Proprietary Technology: Since its inception, Meridianbet has developed its software in-house, maintaining a robust online casino customer care architecture.
  • Innovative Development: In addition to sports betting and casino back-office solutions, Meridianbet develops its own casino games (Expanse Studios), boasting a portfolio of 50 games
  • The company has also created a single back-office package and established a separate entity to manage this aspect of the business.

Meridianbet B2B Segment

Meridianbet is currently unrolling a series of B2B solutions, which aims to leverage and capitalize on its significant market position.

Namely, more than 90% of gaming companies globally rely on third-party providers for their software needs. Meridianbet stands out as one of the few operators in this part of Europe with proprietary software.

The company is concentrating on expanding its B2B operations, growing its online casino segment.

Meridianbet’s introduction of the Casino Bonus Wallet is a testament to its ongoing innovation and dedication to providing an unparalleled gaming experience. This new product, combined with Meridianbet’s strategic focus on B2B, casino growth, and US market opportunities, positions the company as a formidable player in the global iGaming industry.

 

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For more information, visit https://ir.meridianbet.com

The post Meridianbet (Golden Matrix Group) Launches the Unique Casino Bonus Wallet appeared first on European Gaming Industry News.

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