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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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Week 20/2024 slot games releases
Here are this weeks latest slots releases compiled by European Gaming
ELA Games is thrilled to announce the release of its latest slot machine game, Big Wave Delight. This new game features an advanced design, original mechanics, and a unique “Bonus Purchase” feature, setting a new standard in the gaming industry. Players can also hit the waves with Free Spins, scoring 10 thrilling spins with random multipliers (up to 10x) on each whirl. With up to 3 Wild Surfboards on every spin, players can expect epic wins!
Habanero, invites players for an icy adventure in its new title Arctic Hunt, offering expanding wilds with multipliers of up to 50x. Set against a snowy forest, this 5×3 game hosts a variety of wildlife such as fish, rabbits, deer and beavers as its symbols. Arctic foxes can also appear as wilds and substitute other icons to help form wins. Regular symbols can land with crystal gems attached which are accumulated in a counter at the top of the board.
Yggdrasil has released Boomerang Games’ (under license to ReelPlay) newest game Goblin’s Bargain MultiMax™, a vault packed with features ready to tempt those looking for the biggest of wins. The glittering gold belonging to the nefarious mythical creatures is under lock and key unless players can make the most of MultiMax. The popular Game Engagement Mechanic (GEM) sees a multiplier build up on each reel which can be multiplied together, leading to exponentially large wins.
R. Franco Digital is inviting players to double their winnings in its latest mythical-themed release, Game of Chronos Unicorn. Immersing players in a fantasy universe, a 5×3 grid is filled with a host of mythical symbols which create matching combinations across the slot’s 40 paylines. Helping to form wins are Witch wilds, which substitute other symbols on the board, while three or more unicorn Scatters pay out an instant reward.
Play’n GO pits Woodrow and Jačova against one another in a race against bolts in Spark of Genius. In this dynamic 6×6 grid slot, players are transported to the dawn of the 20th century, where the clash between industry pioneers Maynard Woodrow and Tess Jačova ignites. Players will harness the power of Resonant Energy and Manifest Energy as these characters vie for dominance over the grid.
Spinomenal has unveiled its hotly anticipated game, Quest to the Underworld. This game is part of the popular Spinomenal Adventure series. Quest to the Underworld lures players in with its macabre setting that’s underscored with a chilling soundtrack. Medium symbols are made up of a vial, crossbow, goblet, and scroll. Two Wild symbols, a glamorous lady and black gear, will substitute for any symbol except the Free Spins and Bonus symbols, hitting five Wild symbols on a winning line gives players a x1000 multiplier.
Yggdrasil and YGG Masters partner Bang Bang Games have combined to deliver thrilling gameplay in toxic new release Mutant Trawlers. Players must navigate a contaminated nuclear lake to fish up wins worth a maximum of 3,000x by way of Trawler Respins, Mutant Cash and Meltdown Free Spins. Trawler respins can be triggered whenever a boat lands on the same reel as a Mutant Cash symbol, automatically igniting a chain of respins where multipliers increase after every successful spin.
Wizard Games is ready to deliver magic and mystery in its enchanted new release, Wynmor’s Tales – The Rise. Players are faced with a 5×4 matrix, situated within an eerie mansion, looking to land mystic items across the slots 40 paylines. If a spellbook lands on the fifth reel, then all Cash Symbols are collected, paying out magical rewards.
Games Global’s exclusive studio OROS Gaming, has unveiled Magnificent Power Wolf Fire Spirit™, its latest slot utilising the popular Magnificent Power mechanic that promises captivating gameplay and 4,096 ways to win on a 5×4 grid. Adorned with bear, eagle and dreamcatcher symbols, this Native American-inspired slot immerses players with every spin of the expanding reels, providing ample opportunity to discover the hidden riches with two or more adjacent high-paying symbols awarding a win.
The post Week 20/2024 slot games releases appeared first on European Gaming Industry News.
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Casino Guru Launches “Safer Gambling Talks” Webinar Series with Šimon Vincze
Casino Guru, the world’s premier independent online casino resource, proudly announces the launch of its new webinar series, “Safer Gambling Talks.” This innovative series aims to delve into the critical aspects of safer gambling within the industry, addressing jurisdictional nuances and universal consumer protection standards.
“Safer Gambling Talks” is dedicated to fostering a highly responsible gambling environment by engaging with experts and industry leaders. The series will explore various topics, focusing on creating a more sustainable and commercially viable gambling industry that prioritizes player protection.
In the premiere episode, Šimon Vincze, Casino Guru’s Head of Sustainable & Safer Gambling, engages in an insightful discussion with Dr. Margaret Carran, Associate Professor in Law and Associate Dean (Education) at The City Law School of City, University of London. The conversation centers on improving self-exclusion practices within the gambling industry, aiming to enhance player protection across different markets. The episode is available on Casino Guru News YouTube channel.
Šimon Vincze, a staunch advocate for responsible gambling, leads Casino Guru’s efforts in sustainable and safer gambling. He spearheads the Global Self-Exclusion Initiative, driving forward best practices in player protection and operator responsibility. Recognizing gaps in existing tools, Šimon is committed to ensuring a safer gambling environment for all.
The post Casino Guru Launches “Safer Gambling Talks” Webinar Series with Šimon Vincze appeared first on European Gaming Industry News.
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BGaming debuts in Africa with Premier Bet
Popular iGaming content provider BGaming has signed a multi-brand content deal with African licenced operator Premier Bet, marking another major market entry.
Through this new collaboration, BGaming has delivered a selection of its games to Premier Bet’s platform. Titles such as Fruit Million, Wild Cash X9990, Bonanza Billion, Aztec Clusters and Merge Up are all available to the operator’s registered players across several African markets.
Premier Bet dates back to 1997 and currently operates in 17 countries on the continent. It is one of Africa’s biggest betting companies, offering gaming and business opportunities to people across the west, east, centre and south of the continent.
Africa has always been an epicenter for innovation and resilience, and one industry exemplifying its dynamism in recent years is gambling. This latest market expansion demonstrates BGaming’s exponential global growth and lays the foundations for further success in the thriving region.
Olga Levshina, CCO at BGaming, said: “BGaming continues to penetrate international iGaming markets, with its fresh approach to online casino proving a hit with a wide demographic of players. With this partnership, we have added some of our most appealing titles to Premier Bet’s games line-up as it seeks to expand its player base.”
Karen Hope, Director of Casino at Premier Bet, added: “We are pleased to partner with BGaming to drive this next phase of Premier Bet’s development across several key African markets. The studio’s vibrant games add variety to our casino games collection.”
BGaming is a fast-growing iGaming content provider converting gambling into gaming. Thanks to an expert team and a player-driven approach, the studio creates innovative and engaging products featured on reputable platforms and 1,100+ online casinos worldwide. BGaming is the world’s first to support cryptocurrencies and offer Provably Fair games. Today the brand’s portfolio includes 150+ products with HD graphics and a clear user interface for every device. The studio is also known for its brand exclusives created in partnerships with leading operators in the industry.
The post BGaming debuts in Africa with Premier Bet appeared first on European Gaming Industry News.
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