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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.
Compliance Updates
CT Interactive announces certification of new games for the Italian market
CT Interactive is thrilled to announce that new titles have officially received certification for the Italian market, ready to bring a fresh wave of entertainment to players across the country. This certification ensures that the games adhere to Italy’s stringent regulatory standards for fairness, security, and quality, reinforcing CT Interactive’s dedication to providing top-tier gaming experiences.
The newly certified games include: 5x Cherry Party, Christmas Storm, Jester Jack, Lucky Kiwi, Mega Gnome, Piggy Crash, Star Girl, The Big Chilli, The New Queen of Fruits, Treasure Chase.
These exciting games offer a diverse range of themes, from the festive charm of Christmas Storm to the whimsical adventures of Piggy Crash and Mega Gnome. Whether players are in the mood for the nostalgic appeal of a classic fruit slot like The New Queen of Fruits, or looking for thrilling treasure hunts in Treasure Chase, there’s something for every type of player.
Each game has been developed with a focus on delivering engaging features, rewarding bonuses, and immersive gameplay. With unique mechanics and visually striking graphics, these releases are designed to captivate Italian players and keep them returning for more.
CT Interactive remains committed to enhancing the Italian gaming landscape by consistently providing fresh, exciting content and introducing new ways to play.
Cryptocurrency
SOFTSWISS Survey Q3’24: 58% Cite Crypto as Key Driver in New Markets
SOFTSWISS, a tech company and pioneer in crypto gaming with over 15 years of experience, conducted a survey revealing that the majority view crypto as a key driver for growth in new markets. Experts also analysed this year’s crypto bets to share the latest insights.
Bitcoin recently reached a historic high, getting closer to 90,000 euro per coin. However, during the third quarter of 2024, it faced its sharpest drop in several years. SOFTSWISS experts examine how these market shifts have influenced iGaming performance in the quarterly ‘State of Crypto’ analytics.
A Quarter of the World’s Population Engages in iGaming
Global iGaming statistics indicate that approximately 26% of the world’s population were ever engaged in iGaming. By 2028, the iGaming market is projected to reach 243.2 million users, with a market volume nearing 130 billion euro, a substantial portion of which is expected to involve cryptocurrency.
SOFTSWISS data shows that during the 9 months of 2024, the Total Bet Sum, including both fiat and crypto, increased by 43.1% compared to the same period of 2023. Simultaneously, the Total Bet Count showed even more impressive growth, surpassing 44.5%.
An in-depth comparison analysis since 2022 demonstrates fiat bets are rising much more rapidly than crypto. A comparison between the first nine months of 2024 and the same period of the previous year revealed that the Fiat Bet Sum achieved a 50.4% boost. The conservative approach toward payment methods has resulted in Crypto Bet Sum growing at a slower pace compared to fiat and has led to a modest 4-percentage-points (p.p.) decline in the crypto share in 2024.
[1] Based on data from ongoing projects[
Potential of Crypto in iGaming 2025
According to the SOFTSWISS iGaming Trends 2025 Report, cryptocurrency is set to remain one of the preferred payment methods within the sector. Based on the company’s survey, 58% of respondents identified crypto as the primary driver of growth in new markets, underscoring its essential role in shaping the industry’s future.
Vitali Matsukevich, Chief Operating Officer at SOFTSWISS, reflects on the possibilities of crypto: “Integrating crypto payments allows iGaming businesses to operate globally, delivering greater speed and convenience. With iGaming’s naturally borderless reach, this expands platforms’ access to a wider international audience, boosting their global growth potential.”
“What is more, crypto transaction fees can be almost three times lower compared to traditional fiat gateways, allowing iGaming businesses to save on processing costs and reinvest that capital”, adds Max Krupyshev, CEO of CryptoProcessing by CoinsPaid.
SOFTSWISS data confirms stable interest in crypto. In the first nine months of 2024, the Crypto Bet Sum increased by 15.2% compared to the same period the previous year. A long-term quarter-by-quarter analysis reveals a consistent growth pattern, though the third quarter of 2024 saw a 9 p.p. decline from the previous quarter. The drop aligns with the decline in the exchange rates of major cryptocurrencies, including Bitcoin, Litecoin, and Ethereum, which occurred in the third quarter.
Meanwhile, the Crypto Bet Count rose by 16.2% in Q3 2024, indicating stable interest in crypto gaming. This combination reveals that while engagement in crypto betting remains steady, the total wagered sum is closely correlated to fluctuations in cryptocurrency exchange rates.
Altcoins Share Growth
The top five most popular cryptos in iGaming have remained stable over the years, with some shifts in the ranking order. Bitcoin, Ethereum, Litecoin, Tether, and Dogecoin are the most popular among crypto players. While altcoins accounted for only 25.1% of bets over the first nine months of last year, their share increased significantly to over 47% during the same period in 2024.
Bitcoin’s share dropped by 22 p.p. during the nine months of 2024 compared to the same period of 2023. At the same time, Tether and Litecoin saw the most impressive share growth, with over 8 p.p. and 7.8 p.p., respectively. Ethereum strengthened by 4.9 p.p.
Another impactful trend reveals some casinos, like Rollbit and Shuffle, utilise their own iGaming tokens to boost player engagement. Tokens designed specifically for gaming offer enhanced compatibility across platforms, lower volatility, and exclusive perks for users. Crypto drives the development of new payment methods and business growth.
Vitali Matsukevich summarises: “Crypto offers iGaming operators key advantages beyond lower costs and global reach. Blockchain enhances safety and fairness through transparency and traceability, with each transaction and game result permanently recorded and tamper-proof. Partnering with trusted crypto experts allows operators to harness these benefits, positioning themselves for growth and effectively navigating market shifts.”
The new SOFTSWISS iGaming Trends 2025 Report offers more insights about crypto in the ever-evolving iGaming sector. The visionary report is free to download via the link.
About SOFTSWISS
SOFTSWISS is an international technology company with over 15 years of experience in developing innovative solutions for the iGaming industry. SOFTSWISS holds a number of gaming licences and provides comprehensive software for managing iGaming projects. The company’s product portfolio includes the Online Casino Platform, the Game Aggregator with over 23,500 casino games, the Affilka affiliate platform, the Sportsbook software and the Jackpot Aggregator. In 2013, SOFTSWISS revolutionised the industry by introducing the world’s first Bitcoin-optimised online casino solution. The expert team, based in Malta, Poland, and Georgia, counts over 2,000 employees.
Latest News
Sumsub and SoftGamings Forge Strategic Partnership to Enhance Player Verification and Fraud Prevention
Sumsub, a global full-cycle verification platform, and SoftGamings, a leading developer of gaming platforms and turnkey iGaming systems, are pleased to announce a strategic partnership aimed at strengthening the security and compliance features of iGaming solutions worldwide.
This collaboration combines Sumsub’s cutting-edge verification technologies with SoftGamings’ innovative gaming platforms, ensuring smoother player onboarding, enhanced fraud detection, and seamless, secure user experiences. Under this partnership, SoftGamings will integrate Sumsub’s advanced KYC (Know Your Customer) checks, Player Behavior Monitoring, Fraud Networks Detection, and Payment Fraud Prevention solutions into its platform, offering clients enhanced protection against fraud while streamlining the user journey from registration to gameplay.
“Security and reliability are at the core of everything we do at SoftGamings,” said Anna Kiselova, Head of Partnerships at SoftGamings. “Teaming up with Sumsub strengthens our commitment to providing our customers with a platform that is not only feature-rich but also secure and aligned with the highest industry standards. This collaboration ensures that our clients can offer their players a safe and seamless experience, without compromising on performance or speed.”
SoftGamings’ platform currently handles over 50 billion transactions annually, supports 100 million registered players, and boasts an uptime rate among the best in the industry. Through this partnership, SoftGamings aims to provide its clients with an even more secure environment, allowing for faster player onboarding, enhanced fraud detection capabilities, and a smoother user experience overall.
The partnership also promises to empower gaming operators to monitor player behavior more effectively, identify potential risks, and prevent fraud before it happens—all while complying with ever-evolving regulatory requirements.
“We are thrilled to partner with SoftGamings, a company with a long-standing reputation for providing high-performance iGaming platforms,” comments Kris Galloway, Head of iGaming Product at Sumsub. “By combining our industry-leading verification and fraud prevention tools with SoftGamings’ cutting-edge solutions, we’re able to offer iGaming operators across the globe a seamless and secure experience from day one. This partnership represents a significant step forward in simplifying compliance and reducing digital fraud in the iGaming ecosystem.”
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