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Articles 41 and 22 of the Articles of Association of the Company
Notice is hereby given that an EXTRAORDINARY GENERAL MEETING (“Meeting”), of Kambi Group Plc, company no. C 49768, (the “Company”), will be held at Kambi, Halsingegatan 28, 11343 Stockholm, Sweden on Monday, 19 June 2023, at 11:00 CEST, to discuss the following agenda. The registration of shareholders begins at 10.30 CEST.
Right to vote and attend elections
* In order to be eligible to vote and attend the Meeting, shareholders must be registered on Euroclear Sweden AB’s Company register by Monday, 29 May 2023.
* Shareholders whose share are registered under the name of a nominee may be asked by the nominee to temporarily reregister their shares to their own names in the Euroclear Sweden AB register of members in order to have the right to vote at the Meeting (in person or via proxy). This re-registration must be completed by Monday, 29 May 2023. Shareholders are advised to contact and inform their nominees in good time.
* In order to be eligible to vote and attend in person at this Meeting, shareholders are required to notify Euroclear Sweden AB by Monday, 29 May 2023. They can do this by (i), e-mailing [emailprotected], (ii), mailing to Kambi Group plc c/o Euroclear Sweden AB Box 191, SE 101 23 Stockholm, Sweden, or (iii), calling +46 8402 9092 between office hours for Euroclear Sweden The notification should include the shareholder’s name, mailing address, daytime phone number, personal identification number or corporate ID number, the number of shares owned by the Company and any proxy (if applicable). The information submitted with the notification is computerised and will only be used for the Meeting. Please see below for more information about the processing of your personal data.
Right of shareholders to designate a proxy
* An owner who has the right to vote and attend at a Meeting may appoint proxies in his/her name to vote and attend. The proxy does not have to be a shareholder. The proxy form for an individual shareholder must be signed either by the appointer or his authorized attorney, or it must comply with Article 26 of the Articles. If the shareholder in a corporation is an authorized attorney or duly authorised corporate officer, then the proxy form has to be signed by them or they must comply with article 126.
The proxy form must state whether it is the intent of the proxy to vote at their discretion or according to the instructions attached. Your proxy will vote according to your instructions in relation to the resolutions listed in this notice, or any other resolution properly brought before the meeting. The proxy will exercise discretion if the proxy is not given any instructions on how they should vote (generally or for a specific resolution) and returns the form to the Company.
The proxy form must be submitted along with a document that proves the signature right of the person signing it. If the proxy form was signed by an attorney on behalf of a shareholder (rather than an authorised representative in the case of corporations), then the original power of attorneys or a certified or notarised copy of it must be presented to the Company. Otherwise, the proxy appointment may be considered invalid.
* The original, signed proxy form, and, if necessary, any supporting documents (required in accordance with the instructions above), must be received at Euroclear Sweden AB by Monday, 29 May 2023. This can be done by either (i) emailed to [email protected], or (ii), mailed to Kambi Group plc c/o Euroclear Sweden AB Box 191, SE 101 23 Stockholm, Sweden. Shareholders should submit their proxy forms as soon as they can.
You can find the proxy forms on the Company’s website, www.kambi.com, in the section General Meetings.
* Euroclear Sweden AB will process aggregated attendance notifications and proxy information. These must be sent to the Company via email at [email protected] and received within 48 hours of the meeting time.
The Agenda
1. Opening of the Meeting
2. Election of the Chairman of Meeting
3. The voting list is drawn up and approved
4. Approval Agenda
5. Determination of the meeting’s convening
6. Two people to approve minutes
Special Business (Extraordinary resolutions)
7. The Directors are duly authorized and empowered to, in accordance to Articles 85(1), 88(7) and Article 3 in the Articles of Association, issue and allocate up to 3,127,830 Ordinary “B” shares of the Company with a nominal of EUR0.003 (corresponding to 10% dilution as of the date the notice was sent to the 2023 annual general meeting) in exchange for payment in kind, or by direct offset in connection with an purchase, and authorise the Directors to limit or withdraw the pre- This resolution has been taken to comply with the Companies Act, and the Articles of Association of the Company. (Resolution a)
8. WHEREAS: (i) At a meeting of Directors of the Company on April 3, 2023, Directors decided to seek authority to purchase Ordinary “B” shares of the Company with a nominal value of EUR0.003 per share;
(ii), pursuant to Article 5 and Article 106(1)(b) of Companies Act, a company can acquire its own shares other than through subscription. This is provided that the authorization is granted by an extraordinary resolution. The resolution must specify the conditions and terms of acquisition, including the maximum number and value of shares, the duration for which the authorization is given, and the minimum and maximum consideration.
The members of the Company hereby resolve that the Company is generally authorized to purchase Ordinary “B” shares of EUR0.003 in nominal value in its capital.
a) The maximum number of shares which may be acquired in this manner is 3,127.830, which is equal to 10% of all shares at the time of the notification of the Annual General Meeting of 2023;
The minimum price per share that can be paid is SEK1;
The maximum price per share that can be paid is SEK1,000
The maximum number of shares which can be issued under Resolution A and bought back by this Resolution B shall not exceed 3127,830.
The authority granted by this resolution will expire at the Annual General Meeting of 2024, but it cannot exceed a period of 18-months, and not to the extent that the completion of an order contracted before the meeting date is affected. (Resolution b)
9. Closing the Extraordinary General Meeting
Information on proposals related to Agenda Items
The extraordinary Resolutions (Resolutions a and B) were both presented in full to the Annual General Meeting on 11 May 2023. They received the two-thirds majority required by Article 135 of the Companies Act, Cap 386, and Article 48B.2 (b) of the Articles of Association of the Company. In order to do this, the Extraordinary General Meeting will be convened in 30 days from the Annual General Meeting in accordance with Articles 48B.2(b) of the Articles of Association of the Company and Articles 135 of the Companies Act (Cap 386).
Agenda item 7 (Resolution a)
The authorisation has the objective of increasing the financial flexibility of a company and enabling it to use its financial instruments to pay in kind, or by way of a set-off directed to a partner for any business acquisitions that the Company may make or to settle deferred payments relating to business acquisitions. For each date of issue, the market value will be used to determine the price. This resolution also authorizes the Board of Directors, for the purposes of Article 88(7) of Companies Act to restrict or remove the members’ pre-emption right that would normally entitle them to receive newly issued shares of the Company proportionate to their shareholdings before they are offered to other parties.
Agenda item 8 (Resolution b)
The Board of Directors proposes to the Company that it acquire its own shares on the First North Growth Market of Nasdaq Stockholm, or by offering to purchase the shares from all of the Company’s members. These acquisitions may occur multiple times and are based on the market conditions, regulations in place and capital situation. First North Growth Market, Nasdaq Sweden will be notified of any purchases and the details will appear in Company’s annual reports and accounts. The resolution to repurchase shares will be made public. The buyback and transfer rights are intended to provide added value to the Company’s investors and give the Board greater flexibility in the Company’s capital structure.
After such buybacks the Board’s intention would be either to cancel, use the shares as consideration for an purchase or transfer them to employees through a share incentive plan. After the shares are repurchased by the company, they will need to be approved again by Bondholders and shareholders before they can be cancelled.
In order to be used as consideration in an acquisition, the shares would not be sold before being issued.
