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Notice of Kambi Group Plc Extraordinary General Meeting 2023
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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MARE BALTICUM Gaming & TECH Summit 2025 Breaking News:
Ultramarathoner Živilė Šerkšnaitė to Guide the Morning Networking Run!
Join us for an exciting running route across beautiful Vilnius, where we will be led by Živilė Šerkšnaitė – Ultramarathoner, Artist, Mountaineer, and human extraordinaire!
At HIPTHER, we’ve always believed that great ideas flow better when the body moves and the mind is clear. That’s why fitness and wellness are not just side activities at our conferences – they’re part of our DNA.
Join us for the Morning Networking Run in Vilnius: All paces are welcome – just bring your energy and running shoes!
Meet Your Running Guide: Živilė Šerkšnaitė
This year, the MARE BALTICUM Gaming & TECH Summit 2025 is taking that ethos to new heights – or, shall we say, new strides.
On May 28th at 07:30 AM, attendees are invited to join a Morning Networking Run across scenic Vilnius, guided by none other than Živilė Šerkšnaitė – Ultramarathoner, Artist, Mountaineer, and all-around human powerhouse. With up to 8km of easy-paced movement and conversation, the run will return by 08:45 AM – just in time for a quick refresh and a powerful Day 2 kick-off.
And of course, we’ll keep you hydrated and happy: A big shoutout to WALLETTO, our Replenish Sponsor, for fuelling our runners with vitamin water and good vibes!
👉 Secure your spot: https://hipther.com/MBGTSvilnius
A Legacy of Movement…
HIPTHER introduced Morning Networking Runs in 2022, bringing early risers together for invigorating starts in Prague, Riga, Budapest, and Warsaw. The initiative was met with open arms (and elevated heart rates), prompting us to add Morning Yoga Sessions in 2023, creating moments of calm and clarity before packed agendas.
These aren’t just wellness gimmicks. They reflect our deep commitment to human-centric growth, nurturing not just minds, but bodies and spirits too. Because in our world, strong connections are built not just in panels and presentations, but on running paths, yoga mats, and bike routes.
So whether you’re lacing up your sneakers or strapping on your helmet, we can’t wait to move with you in Vilnius!
…Beyond Conferences
To help our community stay active beyond conference days, we’ve also created two growing digital wellness spaces – where movement meets motivation:
👟 HIPTHER’s iGaming & TECH Run Club on Strava brings together runners from across the industry who are eager to stay fit, share their achievements, and inspire each other. Whether you’re training for your next 10K or just enjoying a weekend jog, this is your place to connect.
🚴 And now, for the pedal-powered pros and weekend wanderers alike, we’re proud to introduce the brand new iGaming & TECH Cycling Club. Hop on your bike, track your rides, and cycle alongside fellow gaming & tech professionals – virtually and globally.
Join the movement here:
- Run Club: https://www.strava.com/clubs/igamingtechrunners
- Cycling Club: https://www.strava.com/clubs/1501357
Let’s run, ride, and rise – together! #hipthers
The post Running, Riding, and Rising Together: Wellness Takes the Lead at MARE BALTICUM 2025 appeared first on European Gaming Industry News.
Here are this weeks latest slots releases compiled by European Gaming
Another star has joined the galaxy with ICONIC21’s latest slot release, Stellar Fruits 20. This is the second title in its Stellar Fruits series, which promises classic fruit action and cosmic energy. Stellar Fruits 20 expands the Stellar Fruits universe with a title that brings simplicity, colour and excitement, catapulting players into a thrilling and rewarding orbit.
With Spring traditionally being the season of re-birth, now’s the perfect time for Swintt’s loveable woodland critter, Max, to come out of hibernation for a brand-new adventure where each non-winning spin could lead to increasingly rewarding prizes in Max The Winner Multi. Set across a simple three-reel, five-payline gameboard, Max The Winner Multi celebrates the sights and sounds of nature in full bloom by taking place in a lush springtime paradise filled with fluttering butterflies and blossoming flowers, where gigantic wins of up to 3,065x are up for grabs.
Reflex Gaming, takes players on a vibrant journey to the afterlife in its latest online slot, Dead Lucky DuoMax™, powered by Yggdrasil. Bursting with colour and character, the game is set in a dazzling Día de los Muertos celebration, where skeletons and festive spirits turn every spin into a thrilling party. Players join the skeleton guitarist, Dead Sheeran as he chases explosive wins in a realm where the dead never sleep.
PopOK Gaming has released Rico Rabbit, the latest title in its Rico series of slot games. Featuring a compact 3×3 layout and straightforward mechanics, Rico Rabbit offers players a simple, engaging gaming experience with a mix of familiar features and clear gameplay. Rico Rabbit introduces a well-dressed rabbit character, set against a background inspired by themes of Asian wealth and prosperity.
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Belatra, has released its retro reels ride, Cyber Gypsies. This latest hit from Belatra carries players into a bright world where digital technology blends with the spirit of console gaming. Taking inspiration from the look and feel of retro video games, Cyber Gypsies offers a classic 5-reel, 20-line layout packed with modern twists. A joyfully electro soundtrack puts the finishing touches on a game bursting with dynamic features, accumulating multipliers, and slick gameplay.
Spinomenal has released its new Western-themed action-adventure game, Outlaw’s Redemption. The 5×3 game unfolds in a dusty frontier town under a twilight sky that is lit by lanterns hanging along a row of wooden cabins. A soft guitar riff is complemented by maracas, building tension on the reels populated with Golden Horseshoes, Whiskey Barrels, Longhorn Skulls, Cowboy Boots, and Revolvers.
Play’n GO gets spooky at the cinema with Treats of Terror, a 5×5 grid slot set in a shadowy cinema where ghostly confections and cascading symbols bring unexpected rewards with every drop. Lights flicker and curtains twitch as Treats of Terror fills the screen with glowing sweets and spectral surprises. Set within a haunted theatre, this scatter-pays slot challenges players to land six or more matching symbols anywhere on the grid. Winning icons vanish in a cascade, replaced by fresh drops – and that’s where the tension truly builds.
TaDa Gaming, is offering palatial style play in new slot release 10 Sparkling Crown. A randomly triggered Jackpot Poker game puts serious dazzle power in players’ hands with special win multipliers applied to the four individual jackpots. With Expanding Wilds and solid gold Scatters giving multipliers up to 100x the bet, the five reels, three rows and 10 fixed paylines game offers royal win potential with 10,000x max.
Playson, the accomplished digital entertainment supplier, invites players to reel in their riches in 3x Catch. Thrilling Collector symbol elevates base play, while Free Spin mode offers a fresh twist to the Bonus Game, boosted by three eye-catching Modifiers. Despite the peaceful lake setting, the 5×4 slot ignites excitement with each fishing-themed symbol, supported by Angler cash Collect and four in-play jackpots rising to 1,000x.
PopOK Gaming is excited to introduce its newest slot release – Rico DJ! This high-energy game brings a fresh spin to the popular Rico Series. This time, Rico – everyone’s favorite party-loving lizard – is stepping up as a DJ, dropping beats and lighting up the reels with serious club vibes. With a unique 3-4-3 layout and 10 fixed paylines, Rico DJ offers a colorful, fast-paced experience.
Just Slots has announced the upcoming release of its latest title, Cyber Egypt, which will launch as a timed exclusive with Stake on 16 May 2025, ahead of a wider release on 16 June 2025. Merging ancient Egyptian mythology with futuristic AI technology, Cyber Egypt invites players into a vibrant reimagining of a world where Pharaohs harness artificial intelligence to forge the empire of their dreams. Cyber Egypt challenges players to imagine a world where the Egyptian gods have gone digital, hieroglyphs are machine-etched, and the Pharaohs reign supreme through technological might.
The post Week 20/2025 slot games releases appeared first on European Gaming Industry News.
Innovative game developer Just Slots has announced the upcoming release of its latest title, Cyber Egypt, which will launch as a timed exclusive with Stake on 16 May 2025, ahead of a wider release on 16 June 2025.
Merging ancient Egyptian mythology with futuristic AI technology, Cyber Egypt invites players into a vibrant reimagining of a world where Pharaohs harness artificial intelligence to forge the empire of their dreams. Cyber Egypt challenges players to imagine a world where the Egyptian gods have gone digital, hieroglyphs are machine-etched, and the Pharaohs reign supreme through technological might.
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Cyber Egypt will be available exclusively on Stake from 16 May 2025 as part of a one-month exclusive rollout, before launching more widely on 16 June 2025 with operators including Gamdom, Casino Days, Shokki, BitCasino, Sportsbet.io, and others. A playable demo will also be available on the Just Slots website for players eager to explore the technological marvels of Egypt’s cyber-empire.
The post AI MEETS ANCIENT EGYPT WITH JUST SLOTS NEXT GAME – CYBER EGYPT appeared first on European Gaming Industry News.
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