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Notice of Kambi Group Plc Extraordinary 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 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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Brazil

Why is Pix central to combating the illegal betting market?

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Published in Poder360, this opinion article by Leo Baptista, founder of Pay4fun,  explores why Pix has become one of the most strategic tools in combating Brazil’s illegal betting market and why financial tracking may be more effective than simply blocking websites.

There is currently a recurring question whenever we talk about the betting market in Brazil: why does the illegal sector continue to operate even after regulation?

The answer is simple and, at the same time, uncomfortable: because we still have not tackled the problem in the most effective way.

For a long time, efforts to combat illegal betting focused on blocking websites.

It is an important measure, but an insufficient one.

The dynamic is familiar: one domain is blocked today, another appears tomorrow with slight variations.

It is an almost endless task, often described by the industry itself as “a losing battle.”

If we truly want to be effective, we need to change the approach.

The path is different: follow the money, and this is precisely where Brazil has an enormous competitive advantage: Pix.

Today, Pix is the only payment method accepted in Brazil’s betting market.

For the first time, this gives authorities an instrument capable not only of tracking, but mainly interrupting, the financial flow that sustains these operations.

When you cut the payment flow, you cut the business itself.

This movement has already begun.

The Secretariat of Prizes and Betting (SPA) now has stronger enforcement tools against institutions operating illegally.

ines can reach extremely significant amounts. At the same time, the Central Bank has substantially increased requirements for payment institutions.

This second point is fundamental.

In recent years, Brazil witnessed a proliferation of smaller institutions, often with weak control structures.

With stricter requirements related to capital, compliance, and anti-money laundering measures, many of these operations have left the market.

In practice, this has already reduced space for illegal activity. But it is still not enough.

The irregular market continues to represent a significant share of the sector: illegal betting currently accounts for between 41% and 51% of Brazil’s betting market, according to research conducted by Instituto Locomotiva and LCA Consultoria Econômica.

In other words, we are talking about an enormous volume of resources that fail to generate taxes, jobs, and consumer protection, losses that could reach up to R$40 billion per year in tax revenue, according to the same industry estimates.

This leads to another important point: it makes little sense to discuss higher tax burdens or additional restrictions for companies operating within the regulated market while such a large portion continues operating outside the law.

If pressure increases on regulated operators, the effect is direct: operators, and often users themselves,  are pushed toward the illegal market.

The most efficient path to increasing tax revenue is not raising taxes.

It is bringing illegal activity into the legal market. If that happens, the regulated sector could practically double in size, and tax collection would grow accordingly.

That is why the focus must be clear: enforcement.

Supervision of payment methods, providers, and operators on both sides of the market is essential.

There is no longer room for companies to remain “on the fence,” simultaneously serving both regulated and illegal operations.

Another area that needs advancement is regulatory integration.

The Central Bank and the Secretariat of Prizes and Betting must work increasingly closely together. Combating illegal activity depends directly on this coordination.

Brazil has built a solid regulatory model for betting in a relatively short period of time.

The market is functioning, generating revenue, jobs, and user protection. Now, the country is entering a new phase: consolidation.

At this stage, there should be no doubt about where efforts must be concentrated.

The fight against the illegal market will not happen on the surface by simply taking down websites. It will happen through financial flows. Pix gives us that possibility.

Perhaps it is the most powerful tool we currently have. The question is not whether it can help. The real question is how willing we are to use it effectively.

Leonardo Baptista

Leonardo is the CEO & co-founder of Pay4Fun, a Brazilian payment institution recognized for its technology, security, and anti-money laundering prevention in Brazil’s regulated betting market.

With more than 20 years of experience in the gaming and IT sectors, he created Brazil’s first online bingo platform in 2004. In 2022, he was named one of the 10 most inspiring CEOs by CIO Business Review.

The post Why is Pix central to combating the illegal betting market? appeared first on Americas iGaming & Sports Betting News.

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Gaming Awards

ELA Games Secures ‘Game of the Year’ Nomination for Joker Winpot at SBC Awards Americas

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As a testament to the studio’s commitment to pushing casino entertainment forward, its hit title is up for a major accolade at the upcoming regional ceremony.

ELA Games is pleased to announce that its popular release, Joker Winpot, has been shortlisted for the ‘Game of the Year’ category at the 2026 SBC Awards Americas. This nomination marks an important step forward for the studio, proving that players are actively seeking the kind of distinct, interactive experiences the team loves to build.

A consistent performer in the studio’s portfolio, Joker Winpot blends a dark, character-driven aesthetic with an accessible 1×1 grid format. The main draw of the game is its proprietary Winpot mechanic, a progression-based feature that places decision-making directly into the hands of the player.

As rewards accumulate within the Winpot, players face the tension of either cashing out their current winnings or continuing to spin for larger payouts. This unique approach transforms a conventional slot format into a choice-based experience, earning widespread praise from players and fueling the title’s commercial success.

The winners will be revealed during the official SBC Awards Americas ceremony on June 10, 2026. This year, the event will take place at the Broward County Convention Center in Fort Lauderdale, Florida, bringing together approximately 600 industry professionals.

Set alongside the larger SBC Summit Americas running from June 9 – June 11, the evening will serve as a central gathering for the industry with opportunities to network and celebrate all the advancements of the past year.

 

The post ELA Games Secures ‘Game of the Year’ Nomination for Joker Winpot at SBC Awards Americas appeared first on Americas iGaming & Sports Betting News.

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BETBY

BETBY launches fully priced World Cup bracket as part of tournament offering

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BETBY, the leading Tier 1 sportsbook provider, has announced the launch of its comprehensive World Cup offering, led by one of the most distinctive advantages currently available to operators: odds on the entire World Cup bracket already available, before the official draw takes place.

Released exactly one month before the opening match, BETBY’s World Cup package gives operators a crucial head start, enabling them to activate campaigns and capture player interest well ahead of kickoff.

The offering also provides operators with an additional marketing tool to drive engagement and maximise player interaction in the lead-up to the tournament.

By providing a fully pre-priced tournament structure across all potential matchups, BETBY allows operators to offer betting markets from the group stage through to the final from day one.

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To further enhance engagement during the tournament, BETBY is introducing microbetting for the World Cup, enabling wagers on events occurring within one-minute intervals throughout each match. With at least 90 intervals per game, players can bet on outcomes such as throw-ins, fouls, corners, offsides, goals, and goal kicks.

This real-time, high-frequency betting format transforms the viewing experience into a continuous stream of opportunities, keeping users actively engaged from kickoff to the final whistle while increasing interaction levels, boosting ARPU, and strengthening retention.

Complementing this is BETBY’s eWorld Cup, an esports experience that replicates all tournament matches in a short-format, high-frequency environment.

With matches lasting just a few minutes, the e-sim ensures continuous football action, helping operators fill off-peak gaps and overcome time zone challenges while maintaining consistent user engagement.

The product is fully customizable, allowing operators to tailor visuals, teams, match configurations, and margins to align with their brand and commercial strategy.

BETBY’s World Cup offering is further supported by a dedicated tournament hub, designed to centralize all content, data, and betting opportunities within a single interface.

Users can explore group stages and full bracket progression, access event pages, view promotions and line banners, watch video content, and analyze detailed statistics, creating a more immersive and informed betting experience.

The package includes boosted odds across all World Cup events, daily featured offers, and a wide selection of prebuilt “hot” combos with enhanced pricing, giving operators the flexibility to engage a broad player base, from high-value users to casual bettors.

Operators also benefit from one of the most extensive market coverages in the industry, spanning main markets, outrights, props, and special bets, supported by a trading team ready to accommodate bespoke requests.

By combining early market availability, real-time engagement tools, continuous betting opportunities, and deep trading flexibility, BETBY delivers a complete solution designed to maximize operator performance throughout the World Cup.

“As the biggest sports event worldwide, the World Cup is as much about preparation as it is about execution,” said Chris Nikolopoulos, Chief Commercial Officer at BETBY.

“By being the first B2B sportsbook provider to make the full tournament bracket available ahead of the draw, we’re giving operators a clear advantage: the ability to start engaging players earlier and build momentum well before kickoff.

At the same time, other features like microbetting and our eWorld Cup ensure that engagement stays high throughout every stage of the competition.

We’re delivering a complete content portfolio that allows our partners to maximize both player activity and revenue across the entire World Cup cycle.”

BETBY

BETBY is a leading B2B provider of top-tier sports betting services, renowned for its groundbreaking technology and dedication to excellence. BETBY’s team of industry veterans tap into their knowledge and expertise to deliver a premium, adaptable, and scalable sportsbook platform tailored to meet the varied demands of operators across the globe.

From dynamic in-play betting options to robust risk management tools and ground-breaking AI tools, BETBY is committed to propelling the success of its partners in the rapidly evolving landscape of online sports betting.

For more information visit betby.com

The post BETBY launches fully priced World Cup bracket as part of tournament offering appeared first on Americas iGaming & Sports Betting News.

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