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Notice of Kambi Group Plc Extraordinary General Meeting 2022

Published

4 years ago

May 24, 2022

Reading Time: 6 minutes

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;

(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.

Boomerang Partners

Boomerang Partners announces the launch of the exclusive TIME TO WIN tournament for affiliates

Published

34 minutes ago

February 13, 2026

Wladimir P.

boomerang-partners-announces-the-launch-of-the-exclusive-time-to-win-tournament-for-affiliates

Boomerang Partners has launched an exclusive affiliate tournament timed to coincide with a pivotal stretch of the 2026 global sports calendar. Running until 31 March, the activation operates under the TIME TO WIN concept — the strategic framework underpinning the company’s collaboration with its Official Regional Partner, AC Milan, throughout the Year of Sports.

The 2026 calendar features a concentration of major competitions, including the FIFA World Cup 2026 and the Olympic Winter Games Milano Cortina 2026. Positioned across February and March — one of the season’s most commercially active periods — the tournament is designed to help sports-focused affiliates capitalize on heightened engagement.

TIME TO WIN tournament prizes

Following a teaser campaign featuring AC Milan players Ruben Loftus-Cheek, Alexis Saelemaekers, Christian Pulisic, Adrien Rabiot and Rafael Leão, Boomerang Partners confirmed 12 February as the official launch date. The tournament is hosted on the AC Milan Hub, a digital platform created within the partnership between Boomerang Partners and the Club.

Participants can unlock prize draws by reaching specified point thresholds. Available rewards include match experiences and exclusive club-related trips, such as visits to Milanello Sports Center.

Prize categories include:

TIME TO WIN merchandise packs for teams
Official AC Milan jerseys signed by players
Match trip for AC Milan vs Cagliari
Match trip for AC Milan vs Juventus with pre-match access
Exclusive Milanello experience for affiliate teams

Affiliates earning at least 100 points will also receive bonus points toward the Golden Boomerang Awards 2026.

Participation mechanics

The competition runs from 12 February to 31 March 2026. During this period, affiliates complete tasks across designated segments, accumulate points and progressively unlock access to five prize draws. Activities include social media initiatives, surveys and collaborative promotional efforts coordinated through the AC Milan Hub.

The role of the AC Milan Hub

The AC Milan Hub serves as the central platform for all TIME TO WIN initiatives. Designed as an integrated digital ecosystem, it combines campaign tools, interactive mechanics and access to exclusive club-related experiences. While the tournament represents the flagship activation for Q1 2026, the Hub will host additional partnership initiatives throughout the year.

By embedding the competition within this platform, Boomerang Partners expands the value of participation beyond a standalone performance challenge, positioning affiliates within a broader brand collaboration framework.

Strategic support for affiliates

Participants also gain access to Boomerang Partners’ Sports Marketing & Betting Calendar 2026 — a practical planning resource that outlines tournament cycles, regional sports trends and campaign timing strategies. The guide provides structured insights into market behaviour, enabling affiliates to approach peak sporting periods with data-driven precision.

TIME TO WIN as a strategic framework

TIME TO WIN represents the overarching concept guiding Boomerang Partners’ 2026 partnership with AC Milan. More than a campaign theme, it reflects a shared emphasis on performance, ambition and long-term growth. The concept is designed to support multiple activations throughout the sports season, extending beyond traditional sponsorship formats.

Affiliates are encouraged to prepare campaigns in advance to maximize results during the tournament window.

About Boomerang Partners

Boomerang Partners is a global marketing agency and Official Regional Partner of AC Milan. The company launched the Golden Boomerang Awards in 2024, with more than 400 affiliate teams participating in its 2025 season. Its partner network spans more than 40 markets, offering affiliate and entertainment services supported by localized solutions and multilingual customer support.

The post Boomerang Partners announces the launch of the exclusive TIME TO WIN tournament for affiliates appeared first on Eastern European Gaming | Global iGaming & Tech Intelligence Hub.

Boomerang Partners

Boomerang Partners announces the launch of the exclusive TIME TO WIN tournament for affiliates

Published

34 minutes ago

February 13, 2026

GamingAmericas.com

Boomerang Partners announces the launch of an exclusive affiliate tournament set to run during a crucial period of the 2026 sports season. This competition will be held under the TIME TO WIN concept until 31 March. This is a strategic framework that defines Boomerang Partners’ collaboration with its Official Regional Partner, AC Milan, throughout the Year of Sports.

2026 is packed with sports tournaments, including the FIFA World Cup 2026, the Olympic Winter Games Milano Cortina 2026, and many other top-tier local and global competitions. For sports-focused affiliates, this is a time rich with opportunities, and Boomerang Partners’ activation is purposefully scheduled for February-March, one of the hottest periods of the current sports season.

TIME TO WIN tournament prizes

In a recent teaser video released by Boomerang Partners, key AC Milan players Ruben Loftus-Cheek, Alexis Saelemaekers, Christian Pulisic, Adrien Rabiot, and Rafael Leão hinted that something significant would happen on 12 February. Boomerang Partners now reveals the details: 12 February marks the official launch of the TIME TO WIN tournament on the AC Milan Hub, a digital platform created as a part of the collaboration between Boomerang Partners and the Club. Prizes include trips to Milanello and match experiences for games against Juventus and Cagliari.

Each participant can unlock access to all prize draws by reaching the required point thresholds. A total of five prize categories are available within the TIME TO WIN tournament:

Prize 1 (three sets): TIME TO WIN Merch Pack for a team of five;
Prize 2 (three sets): AC Milan official jerseys signed by players (five jerseys per set);
Prize 3 (one set): a trip to the AC Milan v Cagliari match for five people;
Prize 4 (one set): a trip to the AC Milan v Juventus match, including pre-match access, for five people;
Prize 5 (two sets): a trip to Milanello Sports Center, the heart of AC Milan, for five people.

The company has also prepared a consolation prize. These are additional points for participation in the Golden Boomerang Awards 2026, the upcoming third season of Boomerang Partners’ annual global affiliate tournament. All the TIME TO WIN tournament participants who score at least 100 points will receive them.

The mechanics of participation

The tournament will run from 12 February to 31 March 2026, representing a key activation moment within the sports season. During this period, affiliates will be able to complete tasks across multiple segments, accumulate points, and progressively unlock access to five prize draws. Eligibility for each draw is determined by the total number of points collected. The participation mechanics are simple:

Affiliates complete tasks within specific segments (for example, SMM);
Points are awarded for completed activities;
In certain segments, affiliates can continue earning points in accordance with the rules.

All tasks will allow tournament participants to deeply engage with the Boomerang Partners brand, whether it’s completing SMM tasks, taking part in surveys, or collaborating on PR activities with company representatives. Affiliate teams can find details about the tasks and the points awarded for them on the AC Milan Hub, the tournament’s official platform.

The AC Milan Hub launch

The TIME TO WIN affiliate tournament is fully integrated into the AC Milan Hub. This is a dedicated web portal created as part of Boomerang Partners & AC Milan’s strategic collaboration. The Hub serves as the central platform where all key TIME TO WIN initiatives are brought together. This makes it the main entry point for affiliate teams participating in the activation. While the tournament will be the key activation for Q1 2026, the Hub will feature other partnership-related activities throughout the season. These valuable resources are an integral part of Boomerang Partners’ overall strategy while working with partners.

The AC Milan Hub is designed as a unified ecosystem that combines exclusive content, interactive mechanics, and access to Club-related experiences that go far beyond standard affiliate promotions. Through the Hub, partners and users engage with campaigns connected directly to AC Milan – from special activations and quizzes to prize draws and exclusive experiences tied to the Club.

By embedding the tournament into the AC Milan Hub, Boomerang Partners significantly increases the value of participation. Affiliates are not just competing in a standalone performance challenge, but becoming part of a large-scale collaboration with a top-tier football brand that is unavailable outside this partnership.

A practical guide for TIME TO WIN participants

One of the key advantages for affiliates participating in TIME TO WIN is access to Boomerang Partners’ analytical expertise and practical tools designed specifically for the Year of Sports. Central to this approach is the Sports Marketing & Betting Calendar 2026, presented by Boomerang Partners in January as a hands-on guide for sports-focused affiliate teams. It combines market insights and applied recommendations. Among its key elements are:

Major tournament peaks and expected shifts in player activity;
Regional popularity of sports across key GEOs;
Practical guidance for pre-event, live, and post-event campaigns, aligned with different tournament phases;
Industry trends overview.

In the context of TIME TO WIN, this expertise becomes especially relevant. The Calendar already serves as a strategic foundation for affiliates aiming to perform strongly during the activation. It will help participants approach the hot sports period not intuitively, but systematically – with a clear understanding of timing, player behavior, and market dynamics.

What is a TIME TO WIN concept

TIME TO WIN is the core strategic concept behind Boomerang Partners’ partnership with AC Milan in 2026. More than a campaign slogan, it reflects a shared mindset that defines both brands: ambition, competitiveness, and a constant drive to perform at the highest level.

TIME TO WIN was designed as a flexible, long-term concept that can be applied to different formats and moments throughout the sports season. In 2026, Boomerang Partners and AC Milan are bringing this approach to life through a series of initiatives and activations that go beyond traditional sponsorship.

Start planning your campaigns now and maximize your performance during the TIME TO WIN tournament. The countdown to 12 February has begun!

About Boomerang

Boomerang Partners is a rapidly growing global marketing agency offering a wide range of services. Boomerang Partners is an Official Regional Partner of AC Milan. In 2024, it launched the inaugural Golden Boomerang Awards — a global tournament for affiliate teams. More than 400 affiliate teams participated in the second season of the tournament in 2025. Partners of the Agency launched six new products in 2024-2025, contributing to a nearly 1.5-fold increase in product users.

The agency’s client portfolio contains 10+ brands offering affiliate and entertainment services across 40+ markets in compliance with local regulations. These products provide personalized bonuses and 24/7 multilingual support.

The post Boomerang Partners announces the launch of the exclusive TIME TO WIN tournament for affiliates appeared first on Americas iGaming & Sports Betting News.

Latest News

Boomerang Partners announces the launch of the exclusive TIME TO WIN tournament for affiliates

Published

1 hour ago

February 13, 2026

Master Editor

TIME TO WIN tournament prizes

Each participant can unlock access to all prize draws by reaching the required point thresholds. A total of five prize categories are available within the TIME TO WIN tournament:

Prize 1 (three sets): TIME TO WIN Merch Pack for a team of five;
Prize 2 (three sets): AC Milan official jerseys signed by players (five jerseys per set);
Prize 3 (one set): a trip to the AC Milan v Cagliari match for five people;
Prize 4 (one set): a trip to the AC Milan v Juventus match, including pre-match access, for five people;
Prize 5 (two sets): a trip to Milanello Sports Center, the heart of AC Milan, for five people.

The mechanics of participation

Affiliates complete tasks within specific segments (for example, SMM);
Points are awarded for completed activities;
In certain segments, affiliates can continue earning points in accordance with the rules.

The AC Milan Hub launch

A practical guide for TIME TO WIN participants

Major tournament peaks and expected shifts in player activity;
Regional popularity of sports across key GEOs;
Practical guidance for pre-event, live, and post-event campaigns, aligned with different tournament phases;
Industry trends overview.

What is a TIME TO WIN concept

Start planning your campaigns now and maximize your performance during the TIME TO WIN tournament. The countdown to 12 February has begun!

About Boomerang