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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.
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FreezeNova
10-15% Of Gamers In Florida Show Signs Of Gaming Addiction: Here Are 10 Signs Your Kid Is Suffering From It (And How You Can Help)
Recent studies indicate that 10-15% of young gamers in Florida exhibit signs of gaming addiction. These findings underscore the need for early identification of symptoms to prevent negative impacts on children’s mental and physical health. Gaming addiction, if not dealt with, can lead to poor academic performance, social withdrawal, and even health problems.
Marin Cristian-Ovidiu, CEO of FreezeNova, discusses key indicators of gaming addiction and offers practical advice for parents.
Recognizing Early Signs
“Early recognition of gaming addiction is crucial in preventing long-term negative outcomes,” Marin explains. The following signs can help parents identify if their child might be developing an addiction:
Exhaustion and Irritability
Constant tiredness and grumpiness during the day could indicate late-night gaming sessions interfering with sleep.
Gaming Obsession
If gaming dominates your child’s thoughts and conversations, and they plan their day around it while neglecting other responsibilities, it could be a sign of addiction.
Decline in Academic Performance and Lost Interests
A noticeable decline in academic performance or loss of interest in previously enjoyed activities may suggest your child is prioritizing gaming over more important tasks.
Emotional Volatility
Extreme emotional reactions to in-game outcomes, such as uncontrolled anger, known as ‘Gamer Rage’, or intense celebrations, could indicate an unhealthy attachment to gaming.
Physical Strain
Signs of repetitive strain injuries like ‘Gamer’s Thumb’ or ‘Nintendo Neck’ from prolonged screen time are warning signals.
Neglecting Basic Needs
If your child is neglecting basic needs like eating, sleeping, or hygiene to keep playing, gaming has likely taken an unhealthy control over their life.
Creating a Supportive Environment
While video games can be a great source of entertainment and connection, around 70% of people with signs of gaming addiction also experience social disorders. Marin recommends a few tips for building a supportive and open environment for your child.
Teamwork and Setting Boundaries
“Parents and children should work together to create a healthy gaming environment. Gaming addiction requires a holistic approach,” Marin advises. Start by setting clear boundaries on gaming time to ensure there’s room for schoolwork, chores, and quality family time.
Revisit activities your child once loved, like football practice or exploring new hobbies together. It’s vital for your child to take breaks from screens, so create a balanced daily routine that includes homework, chores, exercise and just some gaming time. This allows your child to enjoy their games without neglecting other aspects of their life.
Open Communication
Maintain open communication. Discuss the games your child enjoys and any concerns you might have. By understanding their world, you can work together to find solutions.
Remember, you’re not alone. If you feel overwhelmed, seek professional help from specialists in gaming addiction. Marin concludes, “By working as a team, setting clear boundaries, and fostering open communication, we can help your child develop a healthy relationship with gaming and thrive in all areas of life.”
Latest News
Week 51/2024 slot games releases
Here are this weeks latest slots releases compiled by European Gaming
PG Soft has released its epic samurai saga, Geisha’s Revenge. Set among Japan’s opulent teahouses, the game follows leading light Ayane on her quest to seek justice for her family by the ruthless samurai. Geisha’s Revenge is a video slot presented within a framework that has five reels, the first of which has five rows and the next four have six rows.
3…2…1… Get ready for blastoff in Wild Moonsters, the latest intergalactic slot adventure from in-demand studio, Silverback Gaming. Players go on a cosmic thrill tide as they navigate a hexagon game grid to create stellar clusters of 4+ matching symbols to form wins. They also need to keep their eyes out for the Wild symbol, which shoots excitement, and big win potential, into the stratosphere.
TaDa Gaming has released its latest slot game, Lucky Jaguar. With three rows, three reels and five fixed play lines, this fast gameplay slot delivers wild bonuses and multiplier bonuses alongside the TaDa Extra Bets and Lock and Respin features. The wealth of the Aztec empire is waiting in Lucky Jaguar in both the main game and the bonus game, which can trigger randomly at any time to deliver the Lock and Respin feature.
ICONIC21, the in-demand provider of live content, continues to push boundaries with the addition of slots to its growing game portfolio. The provider’s slot games will combine classic mechanics, engaging narratives and fun characters offering players an interactive experience throughout. The first slot titles to go live will be Solar Sands, Vitamin Joy, Tortuga Fortune and Juicy Coins: Hold & Win with ICONIC21 planning to launch one slot per month in 2025. The slots are high volatility ones, with max wins ranging from x300 to x36,000. Wild & Scatter Symbols, Hold & Win, Bonus Rounds, Multipliers and Free Spins ensure the games have a fluid, entertaining gameplay.
BGaming takes the concept of the ever-popular premium rubber duck stores and swings open the doors to its own slot version in Lucky Ducky X-Mas Edition. This quacky festive title features the popular MergeUp™(patent pending) mechanic with nine levels, Free Spins with multipliers up to x128, and both the Buy Bonus and Chance x2 buttons.
Evoplay has launched Sea of Wealth, an underwater adventure combining engaging visuals and innovative features. The game features a 3×3 reel layout with symbols inspired by marine life and hidden treasures. Poseidon serves as the Wild symbol, while his Trident activates the Bonus Game when paired with Bonus symbols. With Trident Magic, Poseidon’s Trident collects values from Bonus symbols, while Trident Shot can trigger a transformation of random symbols on reels 1 or 3 into Bonus symbols, increasing the likelihood of activating the Bonus Game.
Nolimit City returns to the most profitable sweatshop in the business in Outsourced: Payday. Workers have been replaced by claws who never call in sick! This Labs-branded slot takes the Outsourced theme to the next level. This is yet another experimental game that changes the way players enjoy Nolimit City’s slots.
Battle the beast and claim untold riches in Jolly Roger Wild Kraken! This high-seas pirate expedition takes players deep into the Kraken’s lair, where treasures await those brave enough to face the fury of the legendary Wild Kraken. Play’n GO’s latest release brings back Captain Red Roger in an all-new nautical escapade. Having braved countless dangers in search of treasure, Roger now sets his sights on Kraken Deeps – a perilous archipelago shrouded in mystery and riches.
PopOK Gaming announced the launch of Papai Noel da Fortuna, the latest holiday-themed slot game. Just in time for the season of joy, this exciting release captures the magic of Christmas and New Year with festive fun, dazzling rewards, and immersive gameplay. Step into a winter wonderland where Santa Claus himself takes center stage, filling the reels with sparkling ornaments, golden bells, and overflowing gift bags. With Papai Noel da Fortuna, every spin is a celebration of holiday cheer and fortune.
ELA Games, a modern and trailblazing game development studio, announces the release of its latest game, Wealth of Legends. The slot aims to attract players of various audiences with its unique format, exciting graphics and captivating features. The 5×5 game pays all ways, giving players plenty of opportunities to win during the base game, keeping the playing experience engaging. Landing a coin symbol in the special zone triggers the Hold & Win feature, which begins three free re-spins. Collect special jackpot coins for a lucrative win!
The post Week 51/2024 slot games releases appeared first on European Gaming Industry News.
Compliance Updates
Stakelogic Secures License to the newly regulated Danish market
Industry-leading provider secures license to provide slots and live content in Denmark
Award-winning casino content provider Stakelogic has obtained a license from the Danish Gambling Authority, Spillemyndigheden, to provide its gaming content in Denmark.
The license will allow Stakelogic to bring its premium portfolio of online casino slots and live dealer content to the Danish market, including recent releases like Fire and Gold Cluster Breaker, Super Wheel Game Show, Trident of Legends, and The Watcher.
Stakelogic is able to partner up with leading Danish operators, establishing itself as a must-have provider in the country. The move further highlights Stakelogic’s commitment to strengthening its position in the European market and exploring new and exciting regulated markets.
The license also further cements the company’s presence in the Scandinavian markets, having secured a license from the Swedish authority, Spelinspektionen, in 2023 and establishing itself as a popular provider among Swedish players.
Denmark is one of Europe’s fastest-growing markets, with a strong focus on customer care and responsible gambling. Stakelogic is proud to have met all the requirements needed to obtain the license, highlighting its commitment to providing players with the best and safest gaming experiences.
Stephan van den Oetelaar, CEO at Stakelogic, said: “Denmark is one of the fastest growing markets in Europe, and we are proud to have achieved a license to the newly regulated market.
We are grateful to Spillemyndigheden for their support in us and we are excited to take our next steps into the market.”
The post Stakelogic Secures License to the newly regulated Danish market appeared first on European Gaming Industry News.
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