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Notice of Kambi Group Plc Extraordinary General Meeting 2023

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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 Monday 19 June 2023 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 Monday 29 May 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 Monday 29 May 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 Monday 29 May 2023 and can do so by (i) e-mail to [email protected] 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 Monday 29 May 2023 by (i) e-mail to [email protected] 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 www.kambi.com 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 [email protected] 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 3,127,830 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 2023 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 3 April 2023, 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 3,127,830 which is equivalent to 10% of total shares as at the date of the notice to the 2023 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 3,127,830; and

(e) the authority conferred by this resolution shall expire on the date of the 2024 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 11 May 2023 (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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Interviews

Scaling With Purpose: RedCore’s Tech Vision Explained

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At SiGMA Central Europe in Rome, European Gaming Media sat down with Yevhenii Yankovyi, Vice President of Technology and Deputy CTO at RedCore, for a deep look into what truly powers RedCore’s large-scale engineering operations.

RedCore is known for innovating at enterprise level, yet moving with the agility of a fast-growing tech company. In this conversation, Yevhenii breaks down how the organization manages that balance: how engineering teams maintain both speed and reliability, how automation empowers creativity, and why culture must remain a daily practice rather than a one-time achievement.

 

Can you introduce yourself and RedCore’s approach to engineering at scale?

Sure. My name is Yevhenii, I’m the Vice President of Technology at RedCore and Deputy CTO. RedCore is a large company with many products and projects, so everything we do operates at a significant scale. And when people hear “enterprise-level engineering,” the usual assumption is that scale automatically means slowness: slow decision-making, slow implementation, slow testing, slow time to market.

That’s the mindset we challenge. We don’t believe speed and stability are opposites. In our experience, at this level of complexity, the two actually reinforce each other. When you build the right processes, the right technical foundations, and the right organizational structure, speed becomes a natural result of stability – not something that contradicts it.

We plan for scaling from day one. For us, that’s a fundamental requirement. We build products with the expectation that they will grow, and growth means scale. So we design with that in mind from the very first line of architecture.

But that doesn’t mean disappearing for six or ten months to design the “perfect” system. That’s the common mistake people make when they hear “design for scale.” Our approach is different: we keep the long-term vision in mind, but we move fast, iterate, and make sure the product can evolve without slowing the team down. Stability and speed working together – that’s the engineering culture we build at RedCore.

How does RedCore balance speed and stability in daily engineering?

I will explain this with a simple metaphor: think about a car. Everyone talks about acceleration and top speed, but none of that matters if you can’t take a corner. Speed alone is not the winning formula – you also need control.

That’s exactly how we look at engineering at RedCore. We want to accelerate, make decisions quickly, and develop fast. But we also need the ability to slow down at the right moment, change direction, and stay agile. Balancing speed with stability is the only way to move at scale.

There are many layers to this – it’s a topic I could talk about for days – but in a nutshell:

at a big scale, you must have strong standards, clear policies, and a high level of automation. We rely heavily on automation: infrastructure as code, CI/CD pipelines, automated testing, and all the tools that remove repetitive, routine work from engineers’ daily lives. When the routine disappears, people can focus on what humans actually do best: creativity, problem-solving, and innovation.

However, automation doesn’t build the software for you. It creates a safety net. It catches mistakes, guards quality, and supports engineers when their creativity pushes boundaries. In other words: tools give freedom, and also protect that freedom.

And of course, this includes AI and many other modern tools. We use whatever helps us keep the balance: give people space to think, create, and experiment, while ensuring the system stays stable, predictable, and high-quality.

How does RedCore’s management keep teams aligned yet fast?

First of all, we provide clear goals. As I mentioned earlier, we always design for scale from day zero – but you can only do that if you know exactly what you’re building, for whom, and why. We have a very strong business team that understands the market and what needs to be delivered. The technology team works side by side with them, reinforcing them.

Once the goals are clear, we begin small. If you try to build a huge system from the beginning and get it wrong, you create a nightmare: something no one can support, change, or grow. Complexity grows exponentially, and humans don’t think exponentially; we think linearly. That’s where companies often get lost.

So we avoid that by validating early and validating often. We start with small steps, keep a close eye on every direction we take, and confirm that what we’re building is truly needed by the market. When we see that the direction is right, then we scale – and by that point, the foundation is already in place. It’s like preparing a launchpad so that when the time comes, the team can accelerate immediately.

We build block by block and work in iterations. We take a small team – one, two, maybe three people – and let them experiment for a week. We test the idea fast, get quick feedback, and bring it to the business side: “Do you like it?” If the answer is yes, then we continue, still following all the proper engineering practices before anything goes into production.

This constant loop between business and technology keeps everyone aligned. We give feedback, we receive feedback, and we move together. That’s how we stay both fast and coordinated, always ready to scale when the direction is confirmed.

How does automation empower engineers without slowing them down?

When we talk about automation, we’re really talking about optimization at scale. It doesn’t make sense to over-engineer small things, but at the scale we operate, the cost efficiency and speed gains are enormous. And people often assume that big systems and automation automatically slow everything down. For us, it’s the opposite.

The tools we introduce are not meant to tie engineers’ hands with bureaucracy. We don’t force strict guidelines or heavy processes that kill creativity. Our tools exist to help: to prevent mistakes, to collect feedback quickly, and to give teams the shortest possible path from idea to validation.

Here’s a simple example: we start experimenting with a small feature. We build a tiny prototype to see if the idea works. If it’s promising, the next step is testing, pipelines, deployment – all the things that normally take time. In many companies, engineers would try to do all of this manually because “building the tools will take too long.” But with us, the tools are already there. The infrastructure, the CI/CD, the automation – everything is ready to use. Our engineers are essentially customers of this internal platform that supports fast, safe delivery.

We have many different teams that have different great ideas. If one team tries something new and it works better, great – we learn from it. If another team has a different approach because of product specifics or release schedules, that’s fine too. We give freedom to the teams to work, share their experiences, and then scale.

Of course, there are non-negotiables. When it comes to security and data privacy there is zero tolerance. These are areas where strict rules are absolutely necessary. I always tell the security people: everyone should be a little afraid of you, because these things must be perfect. But outside those critical areas, we don’t impose rules that slow teams down. We experiment, gather feedback, adjust, and keep improving.

We’re constantly researching, experimenting, and customizing our automation depending on the product and the market. But when it comes to system design, we don’t reinvent the wheel. We choose globally recognized tools and industry-validated technologies. So yes, we empower engineers with automation and the right tools, built on a solid, modern foundation.

How does culture work for you – is it an achievement, or part of your routine?

Culture is a critical element in balancing speed and stability. Tools and processes matter, but culture is what truly empowers a team and keeps everything together at scale.

For us, culture starts with giving people freedom: the freedom to experiment, the freedom to make mistakes, and the freedom to challenge ideas. We don’t want engineers to be afraid of trying something new. We build a culture where mistakes are acceptable and manageable. If we try something and it doesn’t work, great – now we know better. We learn, adjust, and move on.

We encourage ideas from every level. Some of our most interesting insights come from developers who notice something while working on a small task. They can come directly to me or to the CTO and say, “I see a problem here.” It’s completely okay. A small detail in one corner of the system can become a huge issue at scale, so we listen. That’s how we avoid blind spots.

We also give teams autonomy. Small teams can make their own decisions and experiment in their own ways. If different teams want to do things differently, that’s fine – as long as they validate everything and share their findings. We want people to help each other and to understand that even top engineers have ups and downs. Even senior management makes mistakes. I constantly ask my team: “If I make a wrong decision, tell me.” It’s not about transparency as a buzzword – it’s about behavior. People observe how you respond, and they learn from that.

The biggest mistake any leader can make is demotivating people. We work with intelligent, educated, passionate professionals. They want to contribute. You just need to give them the space to do it. That’s when you see people shine and bring forward brilliant ideas.

As for the question of whether culture is an achievement or a routine – for us, it’s definitely a routine. People often talk about “building a strong engineering culture” as if it’s a success. We treat it as a routine as a process. Culture is the daily interactions between people in an organization. Those interactions change: people come and go, someone has a bad day, someone disagrees with a decision. Culture is shaped every day by how we communicate, how we argue, how we respect each other, and how we resolve differences.

Going to a colleague in the kitchen and asking, “Hey, what do you think about this?” – that’s culture. Anyone can talk to anyone, openly. And when engineers realize they can make a real impact, that they are heard, that they can influence the product — that motivates them. That’s what keeps the culture alive.

How do you balance standards with creative freedom?

The first thing is that we don’t pressure people. We set strict standards only where they are truly critical for the business. Security, data privacy, stability at scale – those areas demand clear rules. But everywhere else, we try not to push people. And when we do introduce a standard or guideline, we listen carefully to feedback. If the team tells us we made the wrong call, that’s okay – we rethink it and look for better approaches.

The second thing is that as the projects grow, the teams scale as well. Even in the design phase, we don’t start with a huge team. I prefer a small group: one key person who leads the design initiative, plus two or three contributors who constantly review, test, question, and give feedback. If three or four people align in one direction, that’s a good signal we’re on the right track. Then we take that proposal to a larger group – people who might use it or need it.. We refine it again based on their input. The idea evolves, but we don’t need to start from the beginning.

Finally, when we have a strong direction, we present it to the entire tech team. And even then – even if top management already supports the decision – it’s completely acceptable for a mid-level developer to raise concerns. Maybe they’ve seen something before, maybe they read an article, maybe they faced a similar issue. We listen, because at scale, one overlooked detail can cost millions.

So once again, balancing standards with creative freedom is about scaling the processes step by step: we start with a small group, validate in small cycles, and then scale the decision up gradually. This approach protects creativity, ensures high quality, and keeps us aligned. And combined with our culture, it makes the process both fast and safe.

The post Scaling With Purpose: RedCore’s Tech Vision Explained appeared first on European Gaming Industry News.

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Alinda van Wyk

Super Group Comments on United Kingdom Autumn Statement

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Super Group (SGHC) Limited, the parent company of Betway, a leading online sports betting and gaming business, and Spin, the multi-brand online casino, notes the United Kingdom Autumn announcement:

In this Autumn Statement, the UK government announced increases to gambling duties: Remote Gaming Duty (iGaming) will rise by +19 percentage points (from 21% to 40%), effective April 2026 and General Betting Duty (Online Sports Betting) will rise by +10 percentage points (from 15% to 25%), effective April 2027.

Neal Menashe, Chief Executive Officer, stated: “Super Group supports the reasonable taxation of online gaming in the UK. We rely on the government to ensure that today’s very substantial increase should be paired with robust and strict enforcement against non-paying offshore operators. This is essential to protect the regulated sector’s investment in jobs, technology, and responsible gaming in the UK.”

Alinda van Wyk, Chief Financial Officer, commented: “Going forward, we estimate that these new tax increases will have an impact of approximately 6% to our 2026 Group Adjusted EBITDA. However, Super Group already has several mitigation levers in motion, which are intended to offset the tax impact. Our strategy remains unchanged: sustainable growth and disciplined capital allocation. We don’t expect today’s news to alter our long-term trajectory nor our capital return priorities.”

The post Super Group Comments on United Kingdom Autumn Statement appeared first on European Gaming Industry News.

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Andy Greaves

TVC Completes AV Installation at ScotBet

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TVC Technology Solutions has completed a comprehensive AV installation for leading Scottish bookmaker ScotBet. Reinforcing how cutting-edge audiovisual technology can dramatically elevate customer engagement, brand impact and operational flexibility in betting shops, ScotBet is another in a list of betting shop makeovers for TVC, including a significant number of independent bookmakers throughout the UK.

The project saw TVC partner with ScotBet to modernise digital infrastructure across a number of stores, delivering high-quality visuals, streamlined content distribution and a unified signage platform. The aim was to create a premium experience that draws in customers, enhances dwell time, unlocks in-shop promotional opportunities and underpins ScotBets’ competitive positioning.

TVC’s campaign started with a deep dive into ScotBet’s existing estate, identifying inconsistent screen sizes, dated display technologies and poor content manageability. Working alongside ScotBet’s retail operations and brand teams, TVC created a future-proof AV design plan encompassing ultra-slim large format displays in key customer zones, dynamic digital signage driven by branded content and a centralised control system for roll-out calability.

In each store, TVC installed industry-leading large-format commercial LCD and LED displays, including high-brightness 75″ panels in customer-facing zones, complemented by multiscreen TV gantries above key counters to deliver live odds, race streams and promotional content. These displays were mounted via low-visual-impact brackets to preserve the sleek interior design while maintaining full service access. The project also included a dedicated network of digital signage screens in foyer spaces, driven by the MySign digital signage platform. This enabled ScotBet to push up-to-the-minute messages and odds, event-based campaigns and third-party partnerships with minimal delay.

What sets the TVC-ScotBet collaboration apart from a typical AV and digital signage installation is the seamless integration of content and infrastructure from a single company.

Beyond hardware, TVC delivered a tailored content-creation service, to produce a range of dynamic content. This included templated campaign animations, in-store clock-in of live odds tickers, game-day social-feed overlays and fast-paced screen-fillers that mirror the fast-moving world of wagering.

Andy Greaves, sales director at TVC, said: “Our employee-owned structure means everyone at TVC is passionately behind every project. We instantly become partners to our betting shop customers, rather than just supply vendors, and the ability to supply and install an end-to-end video, signage and content integration seamlessly makes for a smooth project from start to finish.”

TVC brings nearly three decades of experience to the AV installation in hospitality, leisure, gambling, gaming and retail spaces. The portfolio spans F1 gaming arcades, bars and pubs, hotels, care homes, boardrooms and retail spaces, with specialist knowledge in the complexities of high-traffic public environments and the regulatory demands of leisure and betting retail. From bespoke mounting solutions in confined shop-floor footprints to full networked AV infrastructures across multiple sites with cloud-integrated content, TVC tailors its system design to each customer’s requirements and backs each project with ongoing service and maintenance support.

“With surveys showing increased dwell time, engagement and sales through digital signage advertising, and with many better retailers seeing over 10% of their revenue attributed to virtual and e-sports, now is the time to maximise your AV impact and ROI,” said Greaves.

The post TVC Completes AV Installation at ScotBet appeared first on European Gaming Industry News.

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