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Notice of Kambi Group Plc Annual General Meeting 2023
In terms of Articles 41 and 42 of the Articles of Association of the Company
NOTICE IS HEREBY GIVEN that that THE ANNUAL GENERAL MEETING (the “Meeting”) of Kambi Group plc, company number C 49768 (the “Company”) will be held on Thursday 11 May 2023 at 11.00 CEST at Kambi, Hälsingegatan 38, 113 43 Stockholm, 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 Wednesday 19 April 2023
- 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 Wednesday 19 April 2023. 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 Wednesday 19 April 2023 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 Wednesday 19 April 2023 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.
- 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 Chair 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
7. Presentation of the Annual Report and the Financial Statements of the Company for the year ended 31 December 2022 and the Reports of the Directors and Reports of the Auditors thereon
8. The CEO’s presentation
Ordinary Business (Ordinary Resolutions)
9. To receive and approve the Annual Report and the Financial Statements of the Company for the year ended 31 December 2022 and the Reports of the Directors and Reports of the Auditors thereon (Resolution a)
10. To approve the remuneration report set out on pages 50-51 of the Company’s Annual Report and Financial Statements for the year ended 31 December 2022 (Resolution b)
11. To determine the number of Board members (Resolution c)
12. To determine the Board members’ fees (Resolution d)
13. To re-elect Lars Stugemo as a Director of the Company (Resolution e)
14. To re-elect Anders Ström as a Director of the Company (Resolution f)
15. To re-elect Patrick Clase as a Director of the Company (Resolution g)
16. To re-elect Marlene Forsell as a Director of the Company (Resolution h)
17. To re-elect Cecilia de Leeuw as a Director of the Company (Resolution i)
18. To appoint the Chair of the Board (Resolution j)
19. Resolution on guidelines for how the Nomination Committee shall be appointed (Resolution k)
20. To re-appoint Mazars as Auditors of the Company, represented by Paul Giglio, and to authorise the Directors to determine the Auditors’ remuneration (Resolution l)
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CJEU
Malta faces new dawn as EU courts gather strength
With Bill 55 on increasingly shaky ground amid a transitional era for online gambling, what does the future hold for Malta’s point-of-supply industry?
This week has seen the EU heap yet more pressure on Bill 55, a defensive measure introduced by the Maltese government to hold back a tidal wave of player refund lawsuits that could cost the industry hundreds of millions of euros.
Players in Austria and Germany have been able to successfully argue in court that they should be repaid all money lost to operators that offered gambling in their countries without a local licence. The cases stand to erase years of grey market earnings at many operators.
Bill 55, which in June 2023 became an official amendment to the Malta Gaming Act under the title Article 56A, allows judges to reject court rulings from other EU nations if they threaten the economic security of the island’s gambling industry.
It has served Maltese operators well since it was enacted, effectively blocking lawyers from passporting claims from Austria, Germany and elsewhere to the location where operators are legally headquartered, in order to force them to pay out.
This has triggered an international legal wrestling match, now being fought via a series of cases at the Court of Justice of the European Union (CJEU), the EU’s highest judicial authority.
So far, the judgements and opinions issued have not made comfortable reading for the Maltese industry or its regulatory officials.
Earlier this month, the court appeared to settle a longtime debate on which the entire premise of Malta as an offshore hub is founded. Judges said that the freedom to provide services within the EU does not allow for operators to ignore local prohibitions on certain types of gambling.
That was followed this week by an Advocate General (AG) advising judges that if they were to consider the legality of Bill 55, it should be struck down.
It also reaffirmed the court’s dim view of gambling as a cross-border service.
As the opinion put it: “Under the current state of EU law, Member States are under no obligation to recognise gambling licences issued by other Member States. Accordingly, a Maltese gaming licence is, in principle, valid only in Malta.”
This opinion is only advisory, and is unlikely to amount to anything in this particular case (C-683/24) because the AG also recommended that the case as a whole should be ruled inadmissible.
But this is just one in a handful of similar issues being considered by the CJEU and the more time that passes, the greater the pressure appears to be on Malta and Bill 55.
The EU is also taking a tandem approach: The European Commission, the EU’s executive arm, has itself opened an investigation into Malta and the legality of Article 56A and has indicated through its own statements and submissions to the CJEU that it considers the provision to be against EU law.
New tactics needed?
All of which leads to several difficult questions for Malta and the many gambling companies based there.
The first is a defensive issue: With Bill 55 on the ropes, how will the nation prevent the many operators who call its islands home from being stuck with a huge refund charge?
Work is already underway to mount a new defense. The tactic uses the same inspiration as Article 56A, which argues that allowing the foreign court judgments that demand large payments from operators would seriously damage the Maltese economy and thereby upset its “public policy”.
The EU principle, also known as “ordre public”, allows for member states to make legal exceptions in order to protect their society.
In a pair of new cases addressing transferred player refund claims from Austria, Maltese lawyers have argued, without reference to Bill 55, that granting the payment orders would upset the nation’s public order.
These two cases are a clear attempt to establish that, even without any specific Gaming Act amendments, the principle of ordre public protects Maltese gambling firms from having to pay up.
The problem is, the CJEU may have seen this coming.
“The fact that the enforcement of certain judgments may entail serious economic consequences for a national operator, an industry or even the Member State addressed does not justify recourse to the ‘public policy’ clause,” reads the recent AG opinion.
Although lawyers in Malta insist that the AG’s comments should be taken only to refer to Bill 55.
Meanwhile, lawyers fighting to recover refunds believe that cases like these, which have already been appealed, will themselves wind up in the CJEU and at least buy more time for Malta before payouts need to be made.
A new kind of industry hub?
Perhaps the more fundamental question is what Malta offers as a gambling hub over the next decade.
It’s been apparent for some time that the value of a Maltese licence is degrading, through no fault of local authorities.
As European nations gradually switched on their own licensing models, operators have needed to collect local approvals.
Even where nations have clung firmly to monopolies, like in Norway, authorities have also become more effective in enforcing against offshore operators who offer into their territories.
The clear trend of the CJEU also indicates that arguments based on the freedom to provide services are practically finished.
In face of this reality, regulators and business leaders in Malta are looking further afield. Maltese law firms have appeared in locations as far afield as the UAE and Taiwan in recent years, as they look to advertise the nation’s status as a centre of iGaming excellence to emerging online gambling markets.
Leaning into the density of online gambling expertise is also an increasingly important strategy for those looking to attract investment to Malta.
The reason that the industry flocked to Malta in the first place may no longer be relevant, but it’s still the case that two decades later the nation boasts a greater concentration of industry talent than in any other European nation.
There’s also been an increased focus on suppliers, which typically have lower local compliance overheads and more ability to run their businesses remotely from the territories where their content is used.
Although this sector is increasingly subject to local licensing, as well as new compliance burdens designed by regulators looking to drive a wedge between on- and offshore online gambling markets.
Change is inevitable
Malta has demonstrated its ability to adapt and survive, but there’s little denying that the nation’s gambling industry has never been more under siege than it is now.
After decades of growth and success, new ideas are needed to steer the sector into a new phase.
The success with which it emerges from the Bill 55 era will have a dramatic impact on Europe’s online gambling sector and beyond.
The post Malta faces new dawn as EU courts gather strength appeared first on Eastern European Gaming | Global iGaming & Tech Intelligence Hub.
av advertising
BetVictor rolls out new brand campaign with biggest AV spend to date
BVGroup’s flagship brand BetVictor has launched a new brand campaign, “For All Your Favourite Things”, backed by what the company said is its largest AV investment to date.
The campaign, created by Barn Door Studios, uses a rewrite of “My Favourite Things” from The Sound of Music over visuals of sporting events. BetVictor said the creative focuses on “the uncomplicated thrill of sport and betting”.
BetVictor is timing the launch around this weekend’s Premier League schedule, with spots running alongside Arsenal vs Newcastle on Saturday evening and Chelsea vs Leeds on Sunday afternoon.
Media planning is led by Bountiful Cow. The plan includes a new partnership with Sky, spanning live sport integrations, on-demand, YouTube channels and targeted digital placements via Sky Advance. BetVictor also outlined a data-led SVOD and BVOD strategy across ITVX, Channel 4, Prime Video and Netflix, plus digital and social.
Richard Walters, Director of Brand and Creative at BetVictor, said:
“‘For All Your Favourite Things’ captures what BetVictor stands for today – a premium, straightforward experience that enhances the thrill of sport.
When done right, we believe that gambling is a simple pleasure; one that we love connecting our customers to. We wanted to celebrate the moments that matter most to sports fans.”
The post BetVictor rolls out new brand campaign with biggest AV spend to date appeared first on Eastern European Gaming | Global iGaming & Tech Intelligence Hub.
Africa
QTech Games wins Leader in Online Casino at SBEA+ Eventus Awards 2026
QTech Games has won the Leader in Online Casino award at the Annual Sports Betting East Africa (SBEA+) 2026 Summit in Nairobi, Kenya.
The company said it beat other shortlisted suppliers including SA Gaming, BetConstruct, and DST Gaming. The award is described by the event as recognising the “top all-round online casino platform for innovation, user engagement, and sustained growth” over the past year.
The SBEA+ Eventus Awards focus on the East African igaming and sports betting sector and were presented at a gala ceremony at the Argyle Grand Hotel. QTech Games said the judging period covered 2025/26 and that its aggregation platform performance was ranked highest by the panel.
QTech Games CEO Philip Doftvik said: “We’re thrilled to have walked off with another notable award for the best overall online-casino-platform provision in East Africa. Being shortlisted in such good company was already a result, but victory provides the real validation, particularly after running a great campaign at recent Eventus events in Africa. We’ve been promoting QTech Hybrid, our breakthrough retail solution, to great effect and it’s been fantastic to see that going live with a handful of top-tier clients on this continent has led to such overwhelmingly positive feedback and immediate success cases in the realm of genuine innovation.
“This win is testimony to our diligent team at QTech Games, and to the constantly growing group of innovative suppliers that our platform represents. It’s a truly collaborative effort. We remain committed to rolling out high-quality content that drives revenue for our worldwide partners across Africa and beyond. After all, in today’s marketplace, only premium games of the highest standard will separate you from the crowd, so we were delighted to see the panel acknowledge how our premier platform is delivering across Africa’s eclectic ecosystem. We’ve made our name as the pre-eminent aggregator in these evolving margin markets, delivering localised games that speak to a host of player proclivities. This award win will spur us on to new horizons.”
The post QTech Games wins Leader in Online Casino at SBEA+ Eventus Awards 2026 appeared first on Eastern European Gaming | Global iGaming & Tech Intelligence Hub.
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