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Notice of Kambi Group Plc Annual General Meeting 2024

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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 2 May 2024
  • 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 2 May 2024. 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 2 May 2024 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 Thursday 2 May 2024 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 Chair 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

7. Presentation of the Annual Report and the Financial Statements of the Company for the year ended 31 December 2023 and the Reports of the Directors and Reports of the Auditors thereon

8. The CEO’s presentation

Ordinary Business (Ordinary Resolutions)

9. To receive and approve the Annual Report and the Financial Statements of the Company for the year ended 31 December 2023 and the Reports of the Directors and Reports of the Auditors thereon (Resolution a)

10. To approve the remuneration report set out on page 53 of the Company’s Annual Report and Financial Statements for the year ended 31 December 2023 (Resolution b)

11. To determine the number of Board members (Resolution c)

12. To determine the Board members’ fees (Resolution d)

13. To re-elect Anders Ström as a Director of the Company (Resolution e)

14. To re-elect Patrick Clase as a Director of the Company (Resolution f)

15. To re-elect Marlene Forsell as a Director of the Company (Resolution g)

16. To appoint Kristian Nylén as a Director of the Company (Resolution h)

17. To appoint Benjie Cherniak as a Director of the Company (Resolution i)

18. To appoint the Chair of the Board (Resolution j)

19. Resolution on guidelines for how the Nomination Committee shall be appointed (Resolution k)

20. To re-appoint Mazars as Auditors of the Company, represented by Anita Grech, and to authorise the Directors to determine the Auditors’ remuneration (Resolution l)

Special Business (Extraordinary Resolutions)

21. 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 2024 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 m)

22. WHEREAS (i) at a meeting of the Board of Directors of the Company held on 11 April 2024, 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 2024 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 m and, ii) bought back under this Resolution n, shall not exceed 3,127,830; and

(e) the authority conferred by this resolution shall expire on the date of the 2025 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 n)

23. Closing of the Annual General Meeting

Information about proposals related to Agenda items

Agenda item 2
The Nomination Committee proposes that Anders Ström be elected Chair of the Meeting.

Agenda item 10
The Board of Directors proposes that the AGM approves the remuneration report on page 53 of the Company’s Annual Report and Financial Statements for the year ended 31 December 2023.

Agenda item 11
The Nomination Committee proposes that the Board of Directors should consist of five Directors.

Agenda item 12
The Nomination Committee appointed by the Directors of the Company pursuant to Article 90 of the Articles, proposes that the aggregate amount per annum of the ordinary remuneration of Directors shall not exceed €380,000 (previously €380,000).

The Directors have determined in terms of Articles 68 and 69 of the Articles that the annual amount of the ordinary remuneration of a Director shall be €55,125 (previously €55,125) and of the Chair of the Board shall be €110,250 (previously €110,250). The annual extra remuneration payable to each member of the Audit Committee and the Remuneration Committee shall be €7,350 (previously €7,350). The annual extra remuneration payable to the Chair of the Audit Committee shall be 25% (previously 0%) in excess of the extra remuneration payable to each member of the Audit Committee for a total of €9,188. Additionally, the directors have determined that an extra remuneration of €2,100 (previously €2,100) is payable to each director per licence application handled in the US, and a fee, at the rate of €2,205 (previously €2,205) per day spent in the US in conjunction with handling of the applications, is paid to any director as required.

Agenda items 13-17
CVs for the current Directors are to be found on pages 47-48 in the Kambi Group plc Annual Report for 2023 and on the Company’s website. Brief CVs for the proposed new Directors are set out below:

Kristian Nylén is a Swedish citizen, born in 1970.
Kristian Nylén is a co-founder of Kambi and its current CEO. Nylén joined Unibet in 2000 and soon assumed responsibility for Unibet’s sportsbook operation. Nylén became the CEO of Kambi upon its formation in 2010, leading the company to become the industry’s number one sportsbook supplier.
Nylén holds a BSc in Business Administration, Studies in Mathematics and Statistics from the University of Karlstad.

Benjie Cherniak is a Canadian citizen, born in 1968.
Benjie Cherniak is an independent investor and advisor in the iGaming space. Previously, Cherniak was a Managing Director at Scientific Games (today “Light & Wonder”), following the company’s acquisition of Don Best Sports. Cherniak was the Principal and Managing Director of Don Best Sports between 2007 and 2018.
Cherniak holds a BA in Psychology from McGill University.

Agenda item 18
The Nomination Committee proposes that Anders Ström is appointed as the Chair of the Board.

Agenda item 19
The Nomination Committee proposes that the Annual General Meeting resolves that, until the general meeting of the shareholders decides otherwise, the Nomination Committee shall consist of not less than four and not more than five members, of which one shall be the Chair of the Board of Directors. The members of the Nomination Committee shall represent all shareholders and be appointed by the three or four largest shareholders as at 30 September each year, having expressed their willingness to participate in the Nomination Committee.

Agenda item 20
The Nomination Committee, based on a recommendation from the Audit Committee, proposes to re-appoint Mazars as auditors of the Company and their remuneration should be based on a fixed fee and negotiated by the Directors.

Agenda item 21
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 (Chapter 386 of the Laws of Malta, 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 22
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 the shares, use them as consideration for an acquisition or transfer them to employees under company incentive plans.

If used as consideration for an acquisition, the intention would be that they would be issued as shares and not sold first.

Other
The Company has 31,278,297 ordinary B shares in issue as of the date of this notice (one vote per ordinary B share).

The post Notice of Kambi Group Plc Annual General Meeting 2024 appeared first on European Gaming Industry News.

George Miller (Gyorgy Molnar) started his career in content marketing and has started working as an Editor/Content Manager for our company in 2016. George has acquired many experiences when it comes to interviews and newsworthy content becoming Head of Content in 2017. He is responsible for the news being shared on multiple websites that are part of the European Gaming Media Network.

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Gaming Americas Weekly Roundup – July 7-13

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Welcome to our weekly roundup of American gambling news again! Here, we are going through the weekly highlights of the American gambling industry which include the latest news and new partnerships. Read on and get updated.

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Apollo announced the completion of the previously announced acquisitions of International Game Technology PLC’s (doing business as Brightstar Lottery) Gaming & Digital Business and Everi Holdings Inc. (Everi) by a holding company owned by funds managed by Apollo affiliates (the Apollo Funds). The all-cash transaction, valued at approximately $6.3 billion, brings together complementary businesses to form a privately held global leader in gaming, digital and financial technology solutions. The two companies will be integrated into a combined enterprise in the coming months. Headquartered in Las Vegas, the combined enterprise will operate under the IGT name, while retaining the Everi brand in select markets and product lines.

Luckbet has announced Vitor Paulin as its Chief Marketing Officer (CMO), bringing his expertise in branding, digital marketing, data-driven strategies, performance, CRM and user experience optimisation to lead the brand’s positioning at a strategic moment for the betting sector in Brazil. With a consolidated track record in branding, strategy and communication, Paulin takes on the mission of boosting the company’s marketing initiatives, strengthening its presence in the market. Having worked for renowned companies such as Accenture, Ogilvy, Cadastra, Havas, Dentsu, Digitas, Serasa Experian, Escola Conquer and Grupo Aposta Ganha, Vitor has accumulated experience in leadership positions, including CMO and Chief Growth Officer.

Snoqualmie Casino & Hotel has officially opened its newly expanded non-smoking gaming floor, marking a significant milestone in the property’s continued commitment to exceptional guest experiences. Located adjacent to the hotel lobby, the new, larger non-smoking slot floor will feature nearly 400 of today’s most popular slot machines in a fresh, modern environment designed exclusively for non-smoking guests. This addition enhances the casino’s dedication to providing smoke-free gaming options in a luxury setting. For convenience and ease of access, non-smoking guests can also take advantage of the smoke-free entrance via the hotel’s valet parking. This new space complements Snoqualmie Casino & Hotel’s existing fully enclosed, non-smoking slot area near Falls Buffet and Snoqualmie Café & Deli, offering guests even more choice and accessibility when it comes to their preferred gaming environment.

Partnerships

Hasbro has announced a new slate of multi-year licensing partnerships aimed at transforming and expanding its most popular brands across the casino category. After a comprehensive review and market evaluation, Hasbro has selected Aristocrat Technologies, Evolution, Galaxy Gaming, and Bally’s as its newest partners in casino licensing. The new partners join existing licensee Sciplay. The announcement underscores Hasbro’s “Playing to Win” strategy, revealed in February 2025, which focuses on innovation, partnerships, and bringing beloved brands to life across more formats than ever.

The Indiana Fever announced that one of the world’s leading online betting companies, bet365, is joining the team as its Official Sportsbook Partner for the 2025 season. Bet365 will step into the game with a lineup of fan-focused features that will be integrated across the Fever’s media and game day experience. As part of the partnership, bet365 will have a strong presence throughout the Fever season, including having a brand presence across Fever Radio Network broadcasts, team social content and the Fever mobile app.

The post Gaming Americas Weekly Roundup – July 7-13 appeared first on European Gaming Industry News.

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INSPIRED ENTERTAINMENT PARTNERS WITH TORRERO TO EXPAND REACH THROUGH CONTENT AGGREGATION PLATFORM

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Inspired Entertainment, Inc., a leading provider of B2B gaming content, systems, and solutions, has announced a partnership with Torrero, a casino and sportsbook platform aggregator.

Through this strategic collaboration, Inspired’s acclaimed portfolio of games is now live on the Torrero platform, expanding its reach across regulated markets including the United Kingdom, Estonia and Mexico.

The rollout includes Inspired’s most successful slot titles such as the enduring fan-favourite Gold Cash Free Spins™, the iconic Cops ‘n’ Robbers Bigger Big Money™, and the recent smash hit Golden Winner Grand Chance™. Inspired’s growing portfolio of titles offers curated blend of time-tested classics, seasonal favourites and fresh, high-impact releases designed to engage and retain players across diverse markets.

This collaboration marks another significant milestone in Inspired’s continued global expansion and reaffirms its focus on building strong, scalable partnerships that drive growth in key territories. By joining forces with Torrero, Inspired aims to captivate new audiences while further solidifying its leading presence in the competitive iGaming landscape.

Claire Osborne, Vice President at Inspired Entertainment, said: “We’re excited to partner with Torrero to bring our diverse games portfolio to new audiences. From player-favourite classics to fun seasonal titles, our games are crafted for engagement and performance. This collaboration will deliver exceptional entertainment experiences to Torrero’s operator network and their players worldwide.”

Aleksei Tolstov, Head of Business Development at Torrero, added: “Partnering with top-tier content providers like Inspired is central to our growth strategy. Inspired’s compelling, high-quality games add tremendous value to our platform, and we look forward to building on this relationship as we continue to deliver best-in-class iGaming entertainment to our customers.”

The post INSPIRED ENTERTAINMENT PARTNERS WITH TORRERO TO EXPAND REACH THROUGH CONTENT AGGREGATION PLATFORM appeared first on European Gaming Industry News.

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SBC Summit 2025: Scaling Connections and Industry Dialogue in Lisbon

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From 16–18 September 2025, the global sports betting and iGaming community will converge at the Feira Internacional De Lisboa for SBC Summit 2025 – an industry-defining exhibition and conference designed to bring scale, structure, strategic dialogue and actionable business opportunities to the evolving gaming landscape.

This year’s edition is set to welcome 30,000 delegates and will unfold across an expanded 135,000 square metre venue space. With 700+ exhibitors, 550+ speakers, and a structured layout spanning 5 vertical-specific zones, the event reflects both the complexity and global reach of today’s gaming ecosystem.

An Evolving Format to Match Industry Needs

The layout of SBC Summit 2025 has been carefully designed to reflect the multifaceted nature of the gaming industry. Each of the five dedicated zones will focus on a key vertical, with its own exhibition floor, conference stage, and networking areas. This format aims to enhance relevance for attendees by enabling more focused exploration, conversation, and business development.

In addition to these zones, the event will host two specialist summits:

  • Affiliate Leaders Summit
  • Payment Expert Summit

These dedicated summits allow for deeper interaction among professionals operating in specific areas of the gaming value chain.

A Multi-Stage Conference Agenda

The conference programme will span seven stages, hosting over 550 speakers. Among many highlights will be headline speaker appearances from global superstars – such as marketing & tech pioneer Gary Vaynerchuck, with others to be announced shortly. Sessions are set to address core topics such as:

  • Application and implementation of Web3.0, AI, Blockchain and other booming technologies
  • Player protection and responsible gaming
  • Evolving regulation and compliance in Global & Emerging markets
  • Payment solutions and financial innovation
  • Advances in iGaming and casino tech
  • Affiliate strategies and performance marketing

Session formats will vary – including keynotes, workshops, and roundtable discussions– designed to encourage both knowledge sharing and interactive dialogue.

Beyond the Sessions: Networking and Media Infrastructure

To support both formal and informal engagement, the venue will also feature a dedicated media headquarters and a food festival area – offering relaxed settings for interviews, content creation, and spontaneous networking.

SBC Summit 2025 continues to position itself as a significant touchpoint for industry professionals seeking not only visibility, but also long-term growth opportunities and strategic partnerships.

Evenings of Connection: Networking Events & Infinity Lisbon Closing Party

SBC Summit 2025 isn’t just about the sessions and exhibition floor – it’s about the connections that spark after hours. This year’s lineup of networking events invites delegates to experience Lisbon’s vibrant nightlife through a curated series of parties, dinners, and celebrations hosted at the city’s most iconic venues.

The week kicks off with the SBC Summit Opening Party on Tuesday, 16 September, at Urban Beach – one of Lisbon’s hottest night spots – featuring headline sets by international DJs Joel Corry and Imanbek. It’s the perfect setting to unwind, network, and set the tone for the days ahead.

On Wednesday, 17 September, a trio of exclusive events will unfold across Lisbon:

  • The C-Level & Operator VIP Dinner & Networking Party at SUD Lisboa, offering luxury dining and breathtaking views of the 25 de Abril Bridge from its rooftop terrace
  • The Payment Expert Summit VIP Dinner & Party at Kais Restaurante Bar, designed for professionals in the Emerging Tech and Payments sphere
  • And the Affiliate Leaders Awards 2025 at MEO Arena, celebrating affiliate excellence with a glamorous awards ceremony and gala dinner

The Summit culminates in a spectacular finale: the Infinity Lisbon Closing Party 2025, held on Thursday, 18 September at the iconic MEO Arena. With superstar DJs Alok and Timmy Trumpet headlining, this event promises to be a high-energy, unforgettable close to an impactful week of business and celebration.

From casual mingling to VIP experiences, SBC Summit 2025 ensures that meaningful connections happen at every level – both on and off the show floor.

 

For full details, visit the official event site: sbcevents.com/sbc-summit

The post SBC Summit 2025: Scaling Connections and Industry Dialogue in Lisbon appeared first on European Gaming Industry News.

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