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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.
Hydro was crowned the tournament’s MVP with 27 finishes, while TraceGod received the TVS Most Wicked Player award for his 113 finishes across the season
The three-day LAN finals garnered over 10 million views on YouTube and more than 500k views on JioHotstar across the Hindi, English, and Gujarati live streams.
The curtains have come down on the OnePlus Android Battlegrounds Mobile India Masters Series (BGMS) Season 4, with Team K9 Esports emerging as the undisputed champions of India’s most-watched esports tournament. After three days of high-octane LAN action at the NODWIN Gaming Arena in Chhatarpur, New Delhi, the champions walked away with the coveted BGMS trophy and the lion’s share of the INR 1.5 crore prize pool.
The grand finals, held from September 12 to 14, brought together the top 16 teams in the country for 12 intense matches and were broadcast live on NODWIN Gaming’s YouTube channel as well as on Star Sports Khel and JioHotstar, making it the only esports tournament in India with a national television presence. On YouTube, the finals drew more than 10 million views across Hindi, English, and Gujarati broadcasts over the three days, while on JioHotstar, they registered over 500k views during the same period, surpassing 200k on the final day alone.
OnePlus K9 Esports, led by in-game leader (IGL) Sahil Jakhar (Omega) and comprising Akshit Kumar (Arclyn), Harshit Yadav (Beast), Tanjot Singh (NinjaBoi), and Raghuraj Singh (Slug), dominated across all three days of competition. After topping the table on both Day 1 and Day 2 with consistent performances, the team carried their momentum into the final day to finish with a total of 107 points and three Winner Winner Chicken Dinners, claiming the BGMS Season 4 championship and securing INR 60 lakh in prize money.
They were followed closely by Sinewy Esports, who had qualified through the Battlegrounds Mobile India Challenger Series (BGCS), finishing second with 96 points and earning INR 22.6 lakh. iQOO SouL also ended with 96 points but were placed third on tiebreakers, recording 53 finishes compared to Sinewy’s 54. Infinix True Rippers and iQOO Revenant XSpark rounded off the top five with 93 and 89 points, respectively.
The MVP of the tournament was awarded to TRHydro of Team True Rippers, whose 27 finishes stood out as the highlight of the grand finals. The TVS Most Wicked Player award went to Joel Thomas (TraceGod) of Team Revenant XSpark for his remarkable tally of 113 finishes throughout the tournament.
When asked about their hard-fought victory, Sahil Jakhar, aka Omega, IGL of OnePlus K9 Esports, summed up the team’s emotions perfectly: “One in the bag, more to go!”
Organised by NODWIN Gaming, South Asia’s leading gaming and esports company, the fourth season of BGMS spanned over 28 days in its innovative dual-format structure. This season marked a significant evolution with the introduction of the BGCS as the official feeder league, giving grassroots talent the chance to rise to the professional stage. Through partner-led qualifiers such as OnePlus Campus Dominate and TVS Raider Wicked Battles, new teams and young players earned the opportunity to compete alongside India’s top-tier squads. In a historic step towards inclusivity, all-women rosters also took part in BGCS, breaking barriers and inspiring a new generation of female gamers to envision a future in competitive esports.
“BGMS Season 4 has truly set new benchmarks for esports in India. From the introduction of the dual-format league and the inclusion of all-women teams to welcoming new brands into the fold, this season has been about opening doors and broadening horizons for the entire ecosystem. Congratulations to K9 Esports for delivering an outstanding performance that defined this season. What makes me especially proud is that we continue to bring this action into Indian homes on national television and OTT platforms, ensuring that the very best of esports reaches the masses and cements its place in the mainstream. This journey was also strengthened by the trust and commitment of our Title Sponsor, OnePlus, along with all our partners whose support has helped BGMS evolve from a tournament into a movement that truly resonates across the country,” commented Akshat Rathee, Co-founder and Managing Director, NODWIN Gaming.
BGMS Season 4 was powered by an exceptional lineup of partners, each playing a vital role in making the tournament a success. OnePlus returned as the Title Sponsor and Official Smartphone Partner, while Android continued its association as the Co-Title Sponsor.
TVS Motor Company marked its third consecutive year of partnership, and Red Bull returned for the second year to energise players throughout the competition. Duolingo English Test made its debut as the Official Learning Partner, promoting accessibility and global opportunities for India’s youth. Swiggy came on board for the first time as the Official Food Delivery Partner, keeping players and crew fuelled, while Bisleri joined as the Official Hydration Partner. In a landmark moment, Tesla also made its esports debut in India by showcasing its Model Y cars at the BGMS Grand Finals.
With BGMS Season 4, NODWIN Gaming has not only redefined the scale of competitive gaming in the country but also cemented the tournament’s status as a cultural phenomenon that embodies the energy and aspirations of India’s youth.
The post Team K9 Esports crowned champions of BGMS Season 4; secure INR 60 lakh in prize money appeared first on European Gaming Industry News.
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Rocket League World Championship concludes in Lyon: NRG Esports crowned champions in front of nearly 10,000 fans; Major 2 comes to Paris La Défense Arena next year
- Record-breaking Rocket League World Championship 2025 concluded yesterday with around 10,000 fans per day at LDLC Arena
- NRG takes home the $300,000 prize as this year’s Rocket League World Champions
- Paris La Défense Arena (25,000 capacity) confirmed to host RLCS Major 2, May 20-24, 2026
After two landmark weekends for global esports with the Fortnite Global Championships and the Rocket League Championship Series in France, Rocket League is set for an even bigger arena in 2026.
Following a record-breaking World Championship in Lyon, the Rocket League Championship Series (RLCS) Major 2 will take over La Défense Arena in Paris from May 20-24, 2026, marking the largest venue to host a Rocket League event in history.
The Rocket League World Championship 2025 came to a thrilling close on Sunday evening as NRG Esports lifted the trophy in front of nearly 10,000 fans at the LDLC Arena in Lyon-Décines, France. Taking in the glory, the champions secured $300,000 and were declared Rocket League World Champions!
20 of the best Rocket League teams and 60 players from across the globe were onstage all together, representing every major region. North American team NRG’s Massimo “Atomic” Franceschi, Landon “BeastMode” Konerman and Daniel “Daniel” Piecenski dominated through the Group Stage before delivering a statement performance in the Grand Final, with a decisive 4-1 victory over Raleigh Major winners and RLCS 2025’s highest-scoring LAN team, Team Falcons.
Esports has dominated the French spotlight these past two weekends – with the Fortnite Global Championship and the Rocket League World Championship 2025 drawing record crowds and combining to deliver $50 million in economic impact for the city of Lyon.
Spectators from across more than 26 different countries travelled to France to watch 20 of the world’s best Rocket League teams compete for the title of World Champion. The energy of the Lyon crowd confirmed France’s status as one of esports’ true global homes, setting the stage perfectly for next year’s RLCS Major 2 in Paris.
Looking ahead to the 2026 season, the RLCS will scale up once again as La Défense Arena – Europe’s largest indoor venue and a regular home for large-scale sporting events – will welcome an expanded three full days of live audience action next May. With a capacity of 25,000, the arena will be one of the biggest venues in Europe to host an event in esports.
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For more details on the 2026 Rocket League Championship Series, including sign-up information and full schedules, visit the Rocket League Esports official site.
In case you missed it, Rocket League also announced Season 20 this weekend, which will be live on September 17 – check out the blog for more details on the new season.
The post Rocket League World Championship concludes in Lyon: NRG Esports crowned champions in front of nearly 10,000 fans; Major 2 comes to Paris La Défense Arena next year appeared first on European Gaming Industry News.
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New agreement with Tennis Australia (TA) includes top grand slam event, Qualifying and TA tournaments
Infront, through its dedicated division Infront Bettor, has significantly broadened its footprint in tennis after being named the data and video streaming partner for Tennis Australia.
The multi-year agreement includes the Australian Open, one of tennis’s four grand slams, and will provide licensed sportsbooks access to high-quality live content and reliable data thanks to market-leading strategic partners for streaming and data distribution. It marks the latest step in Infront Bettor’s growing presence in top-tier tennis, building on the five-year Official Data partnership with the International Tennis Federation (ITF).
In addition, Infront Bettor will collaborate closely with Tennis Australia’s Game Insights Group, focusing on exploring opportunities in data innovation and commercial data strategy.
Drawing on experience from its ITF partnership, Infront Bettor will also bring an emphasis on data harmonisation across the sport. This allows consumers of data to have consistent definitions regardless of the tennis competition and supports Tennis Australia’s ambition to create products and platforms that enhance the way fans and partners experience tennis.
Tennis Australia’s Chief Commercial Officer Cedric Cornelis said: “Partnering with Infront Bettor ensures we can deliver the highest standard of content to audiences globally, while maintaining a strong commitment to integrity and innovation. Their platform and experience in the sport will help us identify, reach, and delight new markets.”
Chris Catling, Head of Infront Bettor, added: “This is a landmark addition to our tennis offering and a major step in strengthening our global footprint in the sport. The Australian Open sits at the very top of the calendar and complements our existing partnership with the ITF by extending our reach across both elite and grassroots levels. We’re proud to be trusted by Tennis Australia and look forward to delivering value through reliable content, integrity-led operations, and a truly global distribution network.”
The partnership will also see Infront work closely with Tennis Australia’s Integrity Unit, combining best-in-class monitoring tools, risk assessments, and global market analysis to help uphold the integrity of all covered matches.
Infront Bettor is part of the Group’s Media, Betting and Technology unit led by Amikam Kranz as Senior Vice President. This combination of Infront’s media rights business with betting and technology provides more holistic commercial opportunities to rightsholders and innovative technology solutions to the betting industry.
The post Infront Bettor expands tennis portfolio through exclusive Australian Open video and data rights partnership appeared first on European Gaming Industry News.
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