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Notice of Kambi Group Plc Extraordinary General Meeting 2023

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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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Springbok Casino’s Wild November Feature ‘Backyard Gangsters’ Offers 25 Free Spins on new Clue Chronicles: Mirror Mansion slot

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Play’n GO celebrates multiple win at 5 Star Media Awards

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Play’n GO, the world’s leading casino entertainment provider, is today celebrating a five-award sweep in the coveted 5 Star Media Awards of 2024.  

The legendary games studio nabbed a second consecutive Slot Supplier of the Year award, as well as being named the RNG Casino Supplier of the Year. The company also secured three of 5 Star Media’s “Top 20” Awards for co-founder and CMO Ebba Arnred, Director of Business Development Stuart Trigwell, and Head of Brand and Communication, Andrew Pink. 

Play’n GO has enjoyed a landmark 2024, breaking new ground by entering the South African market, as well as expanding its US presence into what is now five states. 

Ebba Arnred, Co-Founder and Chief Marketing Officer at Play’n GO, commented “We’re always very pleased to have our work recognised at the various awards throughout the year, but to win five in one fell swoop is almost unprecedented. It’s very special to be awarded Slot Supplier of the Year for a second year in a row, and RNG Casino Supplier of the Year is another well-received feather in our cap. We would like to thank 5 Star Media and the entire judging panel, as well as our entire team here at Play’n GO, without whom these award wins simply wouldn’t happen. On a personal level, I’d also like to express gratitude for the individual recognition of a 5 Star “Top 20” Award.” 

Stuart Trigwell, Director of Business Development at Play’n GO, added “I’d like to express a sincere thank you to 5 Star Media for being recognised in their “Top 20” Awards. We do our work not for individual accolades but for the success of the entire business, so it’s great to see Play’n GO so well represented across the board.” 

Andrew Pink, Head of Brand and Communication at Play’n GO, said “Play’n GO’s driving ambition is to be the best entertainment supplier there is. Aside from producing some of the most played games and best loved characters in the world, that ambition is often realised by things largely unseen by those outside the company. It’s extremely gratifying for everyone at Play’n GO to be recognised as Slot Supplier of the Year. Next year may just be our biggest and best yet.” 

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Procedure to be followed by school clubs affiliating for the 2025 season

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Mind Sports South Africa (MSSA), founded in 1984, is the national federation for Board games, Card games, Esports, and Wargames.

MSSA promotes all  the different disciplines equally, although each school may pick-and-choose which discipline it wishes to promote at its school. Some schools will promote the whole gambit, while others will concentrate on only one discipline, and/or even just concentrate on one specific title.

The choice is ultimately up to the school.

The various games offer unique opportunities to many South African learners. Many learners have been able to earn Regional, Provincial, and National Colours which have allowed them to earn bursaries and obtain first-class educations.

MSSA has sent teams with full Protea Colours to international events since 1991 for wargames, 1996 for Morabaraba, 1997 for Checkers, and 2005 for Esports. Many members of the national teams have been scholars, and all have benefited from their involvement in the national Protea Team. 
With the above in mind the MSSA has streamlined the process for schools to affiliate to the MSSA.
 

There is still the option open for a school to start a full-blown sub-club on its premises, but bearing in mind the tight regulatory conditions under which accredited schools have to operate in the Republic, the MSSA no longer deems it necessary for a school to start a sub-club.

As long as the school club has the approval of the school, and has an Educator-in-Charge, a school may affiliate by merely completing the Application for Affiliation Form and submitting such to MSSA.

In order to affiliate, the completed Application for affiliation Form must be submitted to the MSSA.
 
Once the Board has approved a school’s affiliation, the school then needs to complete the Google Registration Page allocated to the school for the players and make payment.
 
All school members may participate in all events for which it qualifies. Such events include meetings, championships, courses, and so forth. 

Advantages of having a MSSA affiliated club: 
There are many advantages of having a MSSA affiliated club, such as:

  1. Being part of a community where your club has a real say in how things are done
  2. Being able to apply for National Lottery Funding – MSSA member clubs can apply for up to R800,000.00 in funding
  3. Being able to get assistance from your local government
  4. Experience increased media exposure of your events and your gamers
  5. Become part of the international community through the MSSA Registered players are able to become internationally recognised umpires, etc.
  6. Enable your gamers to take part in MSSA events, which may qualify them for Regional, Provincial, and National colours, overseas trips, and even sports bursaries at university.
MSSA’s Constitution
The Constitution forms the foundation of the MSSA. It guarantees members rights and governs the way that the MSSA operates. It can only be amended by a two-thirds majority at a Council Meeting. Please remember that Associations only have two (2) votes each, whereas member clubs have a representational vote, being:
  • Private clubsone vote per every five registered players, and
  • School clubs: one vote per every ten registered players.

MSSA’s General Regulations   
The General Regulations comprises of decisions made by both Council and Executive Committee Meetings. The General Regulations deals with how sub-committees operate as well as to how teams are selected and development funding is distributed.   Please refer to Schedule 10.12 in regard to the rights of clubs in hosting events.

MSSA’s Discipline Specific Regulations   

The Discipline Specific Regulations deal with rules concerning the different disciplines. The Disciplines that the MSSA caters for are; Board Gaming, Card gaming, Esports, and Figure Gaming.

Application for Affiliation form   
When a club applies for membership, the applicant club must complete such form and return the same to the MSSA.
Fee note for 2025
The fee note details the Affiliation Fees and Registration fees that are payable.

Player Registration Form   

The Player Registration Form needs to be completed by every player that is a member of a club and intends to participate in MSSA affairs.

MSSA’s Letter of Undertaking   
The Letter of Undertaking is for all registered players who sit on any MSSA committee.

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