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Notice of Kambi Group Plc Annual General Meeting 2022

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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 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

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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 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

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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)

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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)

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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)

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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.

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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

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(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.

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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.

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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.

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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

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FANDOM DECODES THE TUG-OF-WAR FOR FAN ATTENTION BETWEEN GAMING & ENTERTAINMENT COMPANIES IN 2024 INSIDE ENTERTAINMENT STUDY

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Study Identifies a New Target Audience – The “Switchers” – and Why Dramas Could Be the Next Big Gaming Franchise

 

Forget the gaming vs. entertainment narrative. Fandom, the world’s largest fan platform, today released its annual Inside Entertainment study which reveals a nuanced reality: fans crave both immersive gaming worlds AND timeless storytelling across tv and film, NOT one or the other. Leveraging first-party data from Fandom’s extensive platform – 350 million monthly unique visitors, 45 million pages of content and 250k fan-powered wikis – coupled with a global study, Inside Entertainment: The Entertainment & Gaming Tug of War goes beyond industry headlines to:

  • Understand the dynamic coexistence between the gaming and TV/film industries
  • Identify a brand new audience – the “Switchers”
  • Detail why dramas and book adaptations present a huge opportunity to be the next hit video game franchise

“Every industry analysis refers to the battle for fans’ attention across entertainment and gaming but we’ve found that it’s not an either or. In fact, combined, entertainment and gaming experiences strengthen fan connection and deliver incremental engagement,” said Stephanie Fried, CMO of Fandom. “Understanding the interplay between these mediums is key to building authentic and enduring fan experiences; and understanding the value and role of each medium is essential for developing powerful marketing messaging to attract and retain fans.”

Key Findings

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  • 67% of fans are spending the same or more time consuming content or playing video games, but their behavior is shifting:
  • 33% are spending less time on cable or in theaters – and the number one activity they’re switching to is gaming (59%

Switchers’ refers to the audience moving away from watching movies & binging TV shows in their free time to do other activities. Outside of gaming, switchers are also spending time:

On social media (47%), reading (56%) and doing hobbies (37%)
With 56% of the switcher audience spending time reading, it presents an opportunity to re-engage this audience and pull them back into the ecosystem with new content strategies, like book-to-game or book-to-film cross over adaptations

But don’t worry entertainment companies. Just as gaming is the #1 activity for entertainment fans, watching TV and movies is the #1 activity gamers turn to when taking a break from gaming – which means these industries are inevitably intertwined and could benefit from joint endeavors or conquest/win-back strategies

Drama could be #1 untapped genre for gaming companies to explore when looking for their next big hit. Our data uncovers that drama fans who also game gravitate towards genres like:

  • Role-Playing (RPG): 73%
  • Adventure: 72%,
  • Simulation: 62%,
  • Sandbox/Open World: 62%,
  • Puzzle: 60%

Gaming wins on super serving the emotional needs of fans, identifying a niche area streamers & studios should not only be aware of – but double down on:

  • 82% of gamers think video games are more interactive & engaging than movies and TV
  • 59% feel more accomplished when playing a video game
  • 53% like that they have more control in the story when playing video games
  • 45% feel more invested in the storylines in video games

Top 3 Takeaways For Advertisers and Marketers

1. Gaming is a Friend vs. a Foe

  • Despite common misconceptions, there is a true symbiotic relationship between the gaming and entertainment industries – they both serve different emotional needs for fans and can actually complement each other – with the right fan strategy.
  • Therefore, if studios, networks and streaming companies cater to the distinct emotional desires of their specific audiences, they can successfully influence a fan’s choice between mediums and content types and build out a more robust conquest strategy for both retention and acquisition.

2. Sway the Switchers

  • Switchers are the audience entertainment companies should be first and foremost targeting in this “tug of war” to capture fan attention, because switching to watching TV & movies is the first activity gamers engage in after they stop playing.
  • This underscores the importance for entertainment companies to develop strategies that resonate with these “switchers.”

3. Find your Niche

  • With the growing intersection between gaming and entertainment, it’s crucial for studios, networks, and streamers to align on a gaming strategy that drives viewer engagement and retention.
  • While many entertainment companies know they need a focus on gaming to drive their business forward – how and where are often barriers. Developing a gaming-specific fan strategy by finding niche pockets in the vast ecosystem – like targeting drama fans or creating book adaptations – is key for reaching a high affinity target at scale.

For an interview with a Fandom executive to discuss the study in more detail, please contact Rachelle Savoia at [email protected]

Methodology

The 2024 Inside Entertainment study regionally analyzes the dynamics between diverse forms of entertainment based on a survey of 5,500 entertainment and gaming fans aged 13-54 These insights were validated and deepened through Fandom’s proprietary, first-party data from 2024 – more than 350 million monthly unique visitors, 45 million pages of content across 250,000 wikis. This methodology provides a 360-degree view of franchises and fan interest across the entertainment and gaming landscape through the eyes of Fandom.

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BOLDPLAY TITLES DEBUT ON MARATHONBET

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Over 50 innovative titles have been added to the popular online betting platform’s casino game line-up.

Boldplay, the renowned developer of premium online casino content and innovative casino software solutions, has announced that it has formed a new partnership with Marathonbet that will see its full suite of 100+ titles added to the operator’s casino game line-up, with 50+ of those games available now.

As a result of the deal, games from Boldplay’s state-of-the-art slot selection and range of virtual scratch cards have already been added to Marathonbet’s lobbies, but the provider will also be offering table games, virtual bingo and keno releases on the platform going forward.

Marathonbet is currently licensed by both the government of Curaçao and the Directorate General for Gambling Regulation in Spain, with a further internet gaming concession from the Customs and Monopolies Agency (ADM) also enabling it to provide services to Italian players.

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As such, the collaboration will now enable Boldplay to offer its titles to audiences in a wide range of global markets, many of whom will not previously have seen the signature range of Boldplay jackpots and engaging free spin features that have made the provider such a huge hit with fans.

Of the Boldplay games now available on Marathonbet, a standout highlight is the MMA themed Brute Force, which offers a choice of two hard-hitting bonuses and currently ranks as one of the studio’s most successful slots to date.
Speaking on the new partnership with Marathonbet, Boldplay Commercial Director Gary Francis said: “We’re very happy to have teamed up with Marathonbet in a move that will see our cutting edge game collection reach new audiences in a number of important markets around the world.

“With a wide range of Boldplay slots, scratch cards, table games and bingo and keno releases now available on the platform, our line-up already has something for everyone and will continue to get even stronger as we announce new releases in 2024. We hope that Marathonbet customers enjoy all that we have to offer and look forward to seeing how our games perform on the platform.”

 

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BMM INNOVATION GROUP TO SHOWCASE COLLABORATION WITH INTERNATIONALLY ACCLAIMED MASTER CHOCTAW ARTIST DG SMALLING AT INDIAN GAMING ASSOCIATION (IGA) TRADE SHOW APRIL 10-11

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The Company to Unveil Original Artwork Focused on BMM’s Mission to Protect Tribal Gaming and All Who Play

BMM Innovation Group (“BIG”, “BIG Group”, or the “Company”), a technology conglomerate providing world-class services and cutting-edge solutions to the global gaming industry through BMM Testlabs, BIG Cyber, and RG24seven Virtual Training, today announced a collaboration with internationally acclaimed Choctaw Nation Master Artist DG Smalling celebrating BMM Innovation Group’s relationship with Tribal suppliers, regulators, and operators. The artwork will be showcased at the IGA tradeshow April 10-11 at the Anaheim Convention Center in BIG’s Booth No. 628.

Smalling is best known for his single-line, continuous drawing technique in which his pen never leaves the paper until the image is complete. The piece he created with BIG is called ‘Hand to Hand’, representing the vital relationship between the BIG Group and Tribal gaming. Smalling will be giving away signed reprints of the piece from 2-4 pm on Wednesday, April 10 in BIG’s Booth No. 628.

BIG’s Chairman and Chief Executive Officer Martin Storm said, “We are honored to be able to work with such an internationally celebrated and recognized Tribal artist, DG Smalling, to create artwork that reflects our deep roots in Tribal gaming and the importance of the BIG companies in protecting Tribal gaming and all who play through best-in-class product testing and certification, cybersecurity protection solutions, and compliance-grade training.

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Smalling said, “I was excited to create this piece for the BMM Innovation Group. This artwork depicts the role of BMM as an agency of quality control to protect Tribal sovereignty from outside intervention; the intersection of Tribal nations, Indian Gaming, and BMM as a day-to-day presence securing Indian Gaming integrity, and thereby, its sovereignty.”

Prior to his collaboration with BIG, Smalling had already made a name for himself in the gaming industry. In 2022, he achieved the distinction of being the first artist to fully collaborate with a slot machine manufacturer when he teamed up with Incredible Technologies to launch Class II slot games showcasing his art. In addition, Smalling has played a key role in spearheading a number of corporate-indigenous partnerships with leading companies like Amazon, Gary Platt Manufacturing, Emser Tile Native Narrative Series, and APMEX. Smalling holds the distinction of being authorized by the Delaware Nation of Oklahoma — through statute — to create on their behalf.

Smalling’s art and honors include the Department of the Interior’s Operation Lady Justice; featured artist at Epcot Disney World: State of Oklahoma Centennial Show in 2007; Grand Palais “Salon du Dessin et de la Peinture á l’Eau” in Paris in 2011; and National Museum of the American Indian “Choctaw Codetalkers Celebration” in Washington, DC in 2012. In addition, Smalling has been commissioned to paint several portraits, including U.S. Justice Sandra Day O’Connor, U.S. Congressman Tom Cole, and Sir Tony Blair, the former Prime Minister of the UK, among many other notable dignitaries. Some of Smalling’s notable commissions include APMEX Coins’ Asian Zodiac Series: Year of the Dragon (2024) ; APMEX Coins’ Grand Buffalo (2023); and Lady Justice of California Proclamation (2020). For more information, visit dgsmalling.ai.

 

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