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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.

Alyona Suvorova

Law enforcement officers from Kazakhstan eliminated the organized financial criminal group organized by Vadim Gordievsky, Larisa Ivchenko, and Alyona Suvorova from Ukraine

Published

23 minutes ago

December 12, 2025

Wladimir P.

law-enforcement-officers-from-kazakhstan-eliminated-the-organized-financial-criminal-group-organized-by-vadim-gordievsky,-larisa-ivchenko,-and-alyona-suvorova-from-ukraine

The law enforcement agencies of Kazakhstan have effectively eliminated the organized criminal group created by Vadim Gordievsky from Ukraine and his accomplices, Larisa Ivchenko and Alyona Suvorova. Even though the law enforcement agencies managed to block accounts and payments of the Marginplus Company, key employees and management are still hiding.

According to the media, just a few days ago, the Financial Monitoring Agency of the Republic of Kazakhstan revealed a large-scale shady scheme of cross-border transfers that involved numerous payment organizations and providers. The funds were disguised as legal transactions and withdrawn to the accounts of online casinos. The total volume of illegal transactions exceeded more than $1 billion.

According to law enforcement authorities in the Republic of Kazakhstan, the key organizer of the miscoding scheme, which involved bookmakers, online casinos, payment organizations, and bank employees, is Vadim Ivanovich Gordievsky from Ukraine, who was born in 1974. He was the leader of the organized criminal group and used the local Marginplus Company for these purposes (official website: marginplus.kz). In addition to companies from Kazakhstan, Gordievsky also worked with illegal Russian online casinos while helping them to facilitate illegal payments.

According to new information from law enforcement agencies in the Republic of Kazakhstan, banks and bookmakers, including the local PIN-UP bookmaker, have already terminated all cooperation with Gordievsky’s Marginplus company.

According to informburo.kz, the local licensed Pin-Up.Kz bookmaker (legal entity: Bonami LLP) declares that it has nothing to do with transactions carried out by individual payment organizations. Judicial and criminal proceedings have already been initiated against these structures, and the company itself is fully cooperating with law enforcement agencies to establish all the circumstances and identify fraudulent, shady schemes.

According to unofficial information, the Pin-Up management provided the law enforcement agencies of the Republic of Kazakhstan with all the data related to the Marginplus company belonging to Vadim Gordievsky.

As of today, all financial activities of Marginplus have been paralyzed. In addition, large amounts of money have been blocked in its bank accounts. This money should have been paid to partners, contractors, and providers, including the local Parimatch betting company. Ordinary employees of Vadim Gordievsky’s company are already looking for new work while its management, including Larisa Vladimirovna Ivchenko (listed as the head of Gordievsky’s FC Alta Capital from Ukraine), is still hiding. Alyona (Elena) Suvorova has already closed and renamed her social media profiles a few days ago. In addition, she does not respond to messages and is trying to evade responsibility.

We would like to remind the audience that Alyona Suvorova positions herself “as an entrepreneur, investor, and a crypto trader with 5+ years of experience.” According to Suvorova herself, she has been developing payment technologies in the field of FinTech for 10 years. In 2021, she opened her own business for international crypto transfers. In addition, she is the founder of the Lemoncoin Crypto Academy.

According to investigators, Gordievsky’s partner, Mikhail Kovalev (Mykhaylo Kovalov), who is a citizen of both Ukraine and Israel, as well as an owner of a number of companies in the EU, in particular, in Poland, and who has a residence permit in Spain, was closely working with Gordievsky. By using the STABLEX SOLUTION Sp. z o. o fictitious company (official website: solvexs.pl) in Poland, he was engaged in illegal payments and withdrawal of cryptocurrencies into fiat money.

At the same time, as the source notes, the mentioned management and the people involved in the money laundering of Marginplus Company will be added to the wanted list of Interpol in the nearest future. The National Security Committee of the Republic of Kazakhstan has also announced that it’s going to closely monitor this case. According to local laws, participants of this shady scheme face up to nine years in prison. Information on Vadim Gordievsky’s companies and connections in other countries is also being checked.

After the initiation of criminal cases for financial crimes, fraud, and the announcement of his wanted list by the Ministry of Internal Affairs, Vadim Gordievsky left Ukraine on forged documents. Before diving into the world of financial fraud, he was involved in land and property issues in the Kyiv region. As of today, numerous criminal cases have been initiated.

The post Law enforcement officers from Kazakhstan eliminated the organized financial criminal group organized by Vadim Gordievsky, Larisa Ivchenko, and Alyona Suvorova from Ukraine appeared first on Gaming and Gambling Industry Newsroom.

casino

The Top South African No-Deposit for 2025

Published

23 minutes ago

December 12, 2025

Wladimir P.

the-top-south-african-no-deposit-for-2025

As online gambling continues to grow rapidly in South Africa, players are increasingly seeking reliable, transparent and trustworthy information to guide their choices. With new casinos launching and bonus offerings constantly changing, having a solid, expert-backed source is more important than ever. These are the top no-deposit online casinos for South African players in 2025, carefully selected for their reputation, player safety, and quality of offer.

Top No-Deposit Casinos in South Africa for 2025

Here are the no-deposit casinos that stand out this year, and what makes each of them good:

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How We Vet These Casinos

At SouthAfricanCasinos.co.za, we use strict criteria to determine which casinos make the list. Our vetting process includes:

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How Players Can Choose a Good No-Deposit Casino

When choosing a no-deposit casino, South African players should consider:

Reading the fine print on wagering requirements and withdrawal rules
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Expert Insight

“Our goal is to take the guesswork out of choosing a no-deposit casino in South Africa,” says Damien Valler, senior analyst at SouthAfricanCasinos.co.za. “We spend hours vetting each operator so players don’t have to. If an online casino makes our list, it means it has passed strict checks on fairness, security, and overall player value. South Africans can sign up with confidence knowing we’ve done the homework for them.”

Why SouthAfricanCasinos.co.za Is the Most Trusted Source for SA Players

SouthAfricanCasinos.co.za is fully focused on the South African market. We understand local regulations, banking systems, and what players here want from a casino. Our editorial team is independent and committed to giving accurate, up-to-date information. We frequently re-review listed real money casinos to ensure bonus terms haven’t become unfavourable, licences are current, and player feedback remains good.

For any question about online casino south Africa safety, no-deposit bonuses, or how to pick the right casino in South Africa, SouthAfricanCasinos.co.za is the go-to destination.

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The post The Top South African No-Deposit for 2025 appeared first on Gaming and Gambling Industry Newsroom.