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Notice of Kambi Group Plc Extraordinary General Meeting 2022

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Bulletin from Kambi Group plc’s Extraordinary General Meeting 2022
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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 Thursday 30 June 2022 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 Thursday 9 June 2022.
  • 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 Thursday 9 June 2022. 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 Thursday 9 June 2022 and can do so by (i) e-mail to [email protected] 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 Thursday 9 June 2022 by (i) e-mail to [email protected] .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.
  • Proxy forms are available on the Company website  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] .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 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 3,106,480 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 2022 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 30 March 2022, 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 3,106,480 which is equivalent to 10% of total shares as at the date of the notice to the 2022 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 3,106,480; and

(e) the authority conferred by this resolution shall expire on the date of the 2023 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 17 May, 2022 (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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“Cheer for those who cheer for us”: FAVBET calls on Ukrainian football fans to support Ukraine’s allies at the 2022 World Cup

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November 20 marked the kickoff of the 2022 FIFA World Cup in Qatar. An event long anticipated by football fans and quite unique in several respects. This year, for the first time ever, the World Cup takes place in the Middle East, in winter, and… against the backdrop of the largest military confrontation in Europe since World War II.

While the stands of Qatari stadiums explode with applause, Ukrainian fans hear explosions in the streets of their cities, and the Ukrainian army bravely resists unprovoked Russian aggression on the several thousand kilometers of frontlines.

However, even in such circumstances, FAVBET and Kyiv-based creative agency Taktika found a way to engage Ukrainian fans and remind the world that football is not only about fighting, but also about unity and support that goes beyond the borders.

“The world will not see our team on Qatar’s football pitches, but for almost a year it has been watching our fight on a pitch of a different kind – the battlefield. And not only watching, but tirelessly supporting. England, the Netherlands, Spain, Poland, the USA, France and many other countries have been supplying and training the Ukrainian military, providing shelter to our citizens and defending our interests on the diplomatic front. We decided that the World Cup is a great opportunity to say thank you to Ukraine’s allies for this unwavering support,” says FAVBET’s creative copywriter Mykola Bezkrovnyi.

The campaign is based on short videos shot on the streets of Ukraine’s capital city of Kyiv. The centerpiece of the story are the Ukrainian fans with vintage scarves, which, many years ago, they waved during the matches of Ukraine’s team against our current allies. “We once held these scarves because we fiercely wanted to defeat you. We hold them now because we sincerely want you to win. Just like you want us to win too,” says the voiceover of the campaign’s manifesto.

This campaign was Favbet’s idea, and our task was to find the best form and style for it. We realized that we once used to be opponents on the football pitch with almost all of our current allies. Now, the scarves from these matches are turning from symbols of our rivalry into those of unity. Many fans still have them at home as a memory. We decided to use thescarves as a powerful visual symbol and built a campaign around them,” says Roman Gurbanov, Taktika co-founder and creative director.

In addition to the manifesto, the campaign also includes videos dedicated to supporting particular Ukrainian allies like Poland and England. The videos were shot by Ukraine-based studio Digital Religion known for their advertising work for the world’s leading brands like Samsung, Visa, Pepsi, Uber, and others. Check out the videos on FAVBET’s YouTube:

Support those who support us

FAVBET’s new campaign is not only a token of gratitude to the allies, but also a reminder that the war, unlike a football match, does not end with the referee’s whistle. While the World Cup will wrap up in a few weeks, Ukraine will continue its fight against the aggressor that seeks to destroy Ukrainian identity and its need for support will remain as high as ever. That is why FAVBET Foundation is now accepting international donations so that football fans from all over the world can also contribute to Ukraine’s victory. Make your donation on the Foundation’s official page

As an international company with Ukrainian roots, FAVBET has been supporting Ukraine since the first days of Russia’s full-scale invasion, implementing numerous humanitarian initiatives and providing the Ukrainian military with the necessary equipment. Today, 95% of FAVBET Foundation’s projects are focused on helping the country’s citizens and the army, i. e. evacuating residents of frontline cities, purchasing ambulances and vehicles for the needs of the Armed Forces, as well as supplying high-tech communications equipment and drones.

Credentials

FAVBET

Head of Brand – Alexander Tarasov

Brand Manager – Anna Lytvynchuk

Marketing Project Manager – Yanina Baranetska

Creative Producer – Oleksii Marakhovskyi

Digital Content Producer – Iryna Kondratyeva

Creative Lead – Anatoly Simachynskyi

Creative Copywriter – Mykola Bezkrovnyi

Digital Religion

Director – Gleb Feldman

Taktika

Creative Director – Roman Gurbanov

Art Director – Illia Pochkun

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World Esports Championships Finals Begin with Spectacular Opening Ceremony

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IESF welcomes World Esports Family to Bali for the largest edition of its flagship event

The International Esports Federation (IESF) officially opened the 14th World Esports Championships Finals today in Bali, Indonesia. The Opening Ceremony kicked off IESF’s historic WE Championships with an athlete parade, special performances, and speeches from IESF President Vlad Marinescu and Esports Federation of Indonesia (PBESI) President Budi Gunawan at the Merusaka Nusa Dua Hotel. 

The ceremony welcomed athletes, referees, fans, event organizers, government officials, and others from the World Esports Family. The ceremony began with the Indonesia Raya, the national anthem of Indonesia, and the official PBESI march. IESF then did an official raising of its flag to mark the start of the event. Inspired by Indonesian and Balinese culture, the ceremony featured traditional dances as well as extraordinary performances by Indonesian artists Alffy Rev, Wizzy, and Ecko.

The WE Championships remain the sole international esports competition where athletes compete to represent their countries. Over 600 players representing 106 countries will compete across six games: CS:GO, Dota 2, Mobile Legends: Bang Bang, eFootball ™  2023, Tekken 7, and PUBG Mobile, making this the largest and most geographically diverse edition of the event since its inception in 2008 with a record prize pool of $500,000. 

An athlete representative from each country joined in the athlete parade of the Opening Ceremony to carry their country’s flag to celebrate the event’s largest and most inclusive edition. Additionally, IESF showcased its commitment to responsible gaming and providing referees with the highest level of certification to ensure fair and safe competition. This year’s referees took an oath on stage during the Opening Ceremony, alongside an athlete representative, to safeguard responsible gaming. 

IESF President Vlad Marinescu spoke at the ceremony and said: “Welcome to Bali for the 2022 World Esports Championships Finals. We are elated to see a historic 106 countries, more than double from last year’s edition, competing in the 14th edition of this event right here in the Land of Gods.  All of you here in this beautiful country and those watching are proof and reflection of the growth and progress of the World Esports Family.”

In his speech, PBESI President Budi Gunawan said: “The Indonesia Esports Summit and the 14th IESF World Esports Championships, wil declare our commitment to set new standards for organizing world class esports event. We sincerely hope that the 14th IESF World Esports Championships Bali 2022 will be a new momentum for all these great talents from around the world to build friendship and peace” 

The competition will conclude with the Closing Ceremony and a special announcement on December 11, where one nation will be crowned the World Esports champion. 

The Finals will be live-streamed across seven IESF Twitch channels, one dedicated for each game. The full lineup of competing nations and all other information related to WEC can be found on the official website

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SOFTSWISS Jackpot Aggregator Announced New Campaign with Spinago

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Online jackpot campaigns are becoming extremely popular in the iGaming community as a powerful tool to attract and retain players and improve overall brand performance. This trend is all the more reinforced by the SOFTSWISS Jackpot Aggregator’s new cooperation with Spinago, as the two partners launch a worldwide jackpot campaign.

Spinago has been operating under a Curacao license since 2020, managing a varied game and sports betting portfolio. The operator accepts deposits in fiat and cryptocurrencies and provides 24/7 player support.  

In partnership with the Jackpot Aggregator, Spinago has launched its first jackpot campaign with three independent levels: Standart, Mega, and Grand. Each level offers unique progressive money prizes, with a maximum reward of 80,000 AUD to a lucky player. The jackpot campaign has no wager. Players might bet in slots and live games with a minimum bet of 1.5 AUD. There are no restrictions on the number of bets, same as there are no limits on raffled hits. 

Besides setting up the promotional campaign, the SOFTSWISS Jackpot Aggregator provides end-to-end support to ensure a smooth and seamless user experience. 

Reflecting on the collaboration, the Spinago team notes: “We appreciate working with the software provider who offers not only a flexibly configurable product but also reliable support. The team behind the Jackpot Aggregator managed to quickly set up the campaign and settle all the details with us, taking into account our goals and requirements.”

Aliaskei Douhin, Head of SOFTSWISS Jackpot Aggregator, shares his thoughts about the partnership: “We are proud to see an increasing number of iGaming operators who elect to use our product as a driver of growth and scaling. The Jackpot Aggregator team is grateful to Spinago for the trust and opportunity to show how this jackpot campaign will attract new players and reactivate existing ones.”

The SOFTSWISS Jackpot Aggregator offers a unique, multi-purpose Jackpot as a Service (JaaS) business model to strengthen brand performance and boost player acquisition and retention. 

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