NOTE IS HEREBY GIVEN: The ANNUAL GENERAL MEETING (the “Meeting”) of Kambi Group plc (company number C 49768) will be held at Kambi, Halsingegatan38, 113 43 Stockholm at 11.00 CEST to discuss the following Agenda. The registration of shareholders begins at 10.30 CEST.
Right of attendance and voting
- For the right to vote at the Meeting and for the purposes of determining the Company’s number of votes cast, shareholders must be registered on Euroclear Sweden AB’s Register of Members by Wednesday 19 April 2023.
- If shares are held in the name or on behalf of a nominee, shareholders may be asked by the nominee to temporarily reregister their shares in their name in the Euroclear Sweden AB register of members. This will allow them to vote in person or by proxy at the Meeting. This re-registration must be completed by Wednesday, 19 April 2023. Therefore, shareholders should communicate with their nominees and instruct them well in advance.
- Shareholders must notify Euroclear Sweden AB by Wednesday, April 19, 2023. They can either e-mail [emailprotected].com, or mail to Kambi Group plc at Euroclear Sweden AB Box 191, SE-1023, Stockholm, Sweden. Or call +46 8 402 992 during office hours at Euroclear Sweden AB on +46 8 402 992. If the shareholder has designated a third party representative to attend, the notification should include details of the proxy (if applicable), the shareholder’s name and address. The notification information will be computerized and used only for the Meeting. For more information about the processing of personal data, please refer to the following.
Shareholders have the right to appoint proxy
- A shareholder entitled to vote and attend the Meeting is allowed to appoint one to three proxy(s) to vote and attend on his/her behalf. The proxy does not have to be a shareholder. If the shareholder is an individual or his authorised attorney, the proxy form must either be signed by the appointer or his duly authorized representative. If the shareholder is a corporation the proxy form must either be signed by the appointer (or his authorised attorney) or a duly authorized officer of the corporation.
- Proxy forms must clearly state whether the proxy will vote at their discretion or according to the instructions attached to the proxy form. Your proxy will vote in accordance with the instructions sheet attached to the proxy form. If the proxy form does not indicate how the proxy will vote, either generally or with respect to a specific resolution, the proxy may exercise their discretion about how they vote or abstain, generally, or both.
- If the shareholder is a corporation a document that demonstrates the signatory rights of the officer signing proxy forms must be attached to the proxy form. If the proxy form is signed by an attorney on behalf of the shareholder (rather than an authorized representative in the case of corporations), the original power of attorney, or a certified or notarized copy, must be submitted with the proxy form. Otherwise, the proxy could be invalidated.
- Euroclear Sweden AB must receive the original signed proxy form along with any supporting documents, if required, by Wednesday, April 19, 2023. Therefore, shareholders are encouraged to promptly submit proxy forms and any supporting documents as soon as they can.
- The Company must receive proxy data and aggregate attendance notifications processed by Euroclear Sweden AB by [email protected].com at least 48 hours prior to the meeting. In default, the data shall not be considered valid
Agenda
1. Opening of the Meeting
2. Election of the Chair of the Meeting
3. The approval and drawing of the voting list
4. Approval of Agenda
5. Confirmation that the Meeting was properly convened
6. Two persons are elected to approve the minutes
7. Presentation of the Annual Report, Financial Statements and Reports of Directors for the year ending 31 December 2022.
8. Presentation by the CEO
Ordinary Business (Ordinary Solutions)
9. To receive and approve both the Annual Report and Financial Statements for the Company for the year ending 31 December 2022, and the Reports and Reports by the Directors and Reports and Auditors thereon ( Resolution an).
10. Approve the remuneration reports set forth on pages 50-51 in the Annual Report and Financial Statements of the Company for the year ending 31 December 2022 ( Resolution, b).
11. To determine the number members of the Board ( Resolution, c).
12. To determine the fees of Board members ( Resolution).
13. To re-elect Lars Stugemo, Director of the Company ( resolution e).
14. Re-elect Anders Strom to the role of Director of Company ( Resolution).
15. To re-elect Patrick Clase to the role of Director of Company ( Resolutions g).
16. Re-election of Marlene Forsell to the role of Director of Company ( Resolution).
17. Re-election of Cecilia de Leeuw to the role as Director of Company ( Resolutions i).
18. To appoint Chair of the Board ( resolution j).
19. Resolution k – Resolution on Guidelines for the Nomination Committee’s Appointment ( Resolution)
20. Re-appoint Mazars, represented by Paul Giglio and to authorize the Directors to determine the Auditors’ remuneration . (Resolution l).
