Malta 7 April 2016
NOTICE OF KAMBI GROUP PLC ANNUAL GENERAL MEETING 2016
In terms of Articles 41 and 42 of the Articles of Association of the Company
NOTICE IS HEREBY GIVEN that THE ANNUAL GENERAL MEETING (“AGM”) of Kambi Group
plc or the “Company” (company number C 49768, registered in Malta) will be held
on Wednesday 18 May, 2016 at 10.00 CET at Kambi, Wallingatan 2, 4tr, 111 60
Stockholm, to consider the following Agenda.
Right to attendance and voting
· To be entitled to attend and vote at the AGM (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 by Monday 2 May, 2016.
· In order to be entitled to participate in the proceedings at the AGM,
shareholders who have their shares registered with a nominee account must ensure
their shares are temporarily registered in their own name latest by Monday 2
May, 2016.
· Shareholders who wish to participate in the AGM are invited to notify
Euroclear Sweden AB of their intention to attend the AGM by Monday 2 May, 2016.
Shareholders can notify their attendance by mail to: Kambi Group plc, c/o
Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden, tel +46 8 402 8227.
Notification should include the shareholder’s name, address, personal or
corporate identity number, registered shareholding and information on proxies.
Shareholders’ right to appoint a proxy
· A holder of Ordinary ‘B’ shares entitled to attend and vote at the AGM, 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 appointer of the proxy is an
individual, the proxy form must be signed by the appointer or his attorney or
comply with Article 126 of the Articles of Association of the Company (the
“Articles”). If the appointer is a corporation, the proxy form must be signed on
its behalf by an attorney or a duly authorised officer of the corporation or
comply with Article 126 of the Articles.
· If participation is by proxy, the proxy form and, in the case that the
issuer of the proxy is a legal entity, a witnessed registration certificate or
other documentation in original form proving the authorization of the company
signatory, must be sent in advance to the Company or presented on entering the
Annual General Meeting.
· Where appointment of a proxy is signed on behalf of the appointer by an
attorney, the power of attorney or a copy thereof certified notarially or in
some other way approved by the Board of Directors must (failing previous
registration with the Company) be submitted to the Company, failing which the
appointment may be treated as invalid.
· The original signed proxy form must be received at the registered office of
the Company not less than 48 hours before the time appointed for the holding of
the meeting or adjourned meeting and in default shall not be treated as valid.
It is therefore recommended that all proxy forms are sent as soon as possible
and in any event by not later than Monday 2 May, 2016 by post or courier to
Kambi Group plc, c/o Euroclear Sweden AB, Box 191, 101 23, Stockholm, Sweden,
tel. +46 8 402 8227.
Proxy forms are available on the Company website www.kambigroupplc.com under the
AGM section.
The Annual Report is available via a pdf in English on the Company website
www.kambigroupplc.com (http://www.kambigroupplc.com/).
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. Presentation by the Nomination Committee
7. The CEO’s presentation
Ordinary Business (Ordinary Resolutions)
8. To receive and approve the Consolidated Financial Statements (Annual Report)
of the Company for the year ended 31 December, 2015 and the Report of the
Directors and Report of the Auditors thereon. (Resolution a)
9. To approve the Report on Directors’ remuneration as set out in the Annual
Report for the year ended 31 December 2015. (Resolution b)
10. To determine the Board members’ fees for 2016. (Resolution c)
11. To re-elect Lars Stugemo as a Director of the Company. (Resolution d)
12. To re-elect Anders Ström as a Director of the Company. (Resolution e)
13. To re-elect Susan Ball as a Director of the Company. (Resolution f)
14. To re-elect Patrick Clase as a Director of the Company. (Resolution g)
15. To re-appoint Mazars as auditors of the Company, and to authorise the
Directors to determine their remuneration. (Resolution h)
Special Business (Extraordinary Resolutions)
16. 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 2,974,119
Ordinary ‘B’ shares in the Company of a nominal value of €0.003 each
(corresponding to a dilution of 10%) 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 i)
17. Whereas (i) at a meeting of the Board of Directors of the Company held on 4
April 2016, 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 2,974,119, which is
equivalent to 10% of total shares;
(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 SEK500 per share; and
(d) the authority conferred by this resolution shall expire on the date of the
2017 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 j)
Information about proposals related to Agenda items
Agenda item 10 (Resolution c)
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 €236,000.
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
€40,000 and of the Chairman of the Board shall be €90,000. The annual extra
remuneration payable to each member of the Audit Committee and the Remuneration
Committee shall be €6,500.
The levels of said remuneration have been effective since 2014, allowing for
EUR/GBP currency movements, and the Directors propose the level of remuneration
to remain unchanged in 2016.
Agenda item 16 (Resolution i)
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 17 (Resolution j)
The Board of Directors proposes that the acquisition by the Company of its own
shares shall take place on First North 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 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 buy-backs the intention of the Board would be to either cancel,
use as consideration for an acquisition or transfer to employees under a Share
Option 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.
Note
Holder of the Convertible Bond
This notice is also sent to Moneytainment Media Ltd, a limited liability company
incorporated in Malta with Registration No. C 41331, and of Registered Office at
157, Marina Sea Front, Pieta’ PTA9043, Malta, as the holder of the Convertible
Bond, having the right to attend the Annual General Meeting as an observer.
By order of the board,
Maureen Ehlinger
Company Secretary
at Registered Office: Level 3, Quantum House, Abate Rigord Street, Ta’ Xbiex
XBX1120, Malta
Malta, April 2016
About Kambi
Kambi Group plc is a B2B provider of premium sports betting services to licensed
B2C gaming operators. The Company currently provide its services to 12
operators. Kambi’s services encompass a broad offering from front-end user
interface through to odds compiling, customer intelligence and risk management,
built on an in-house developed software platform. Kambi employs 441 staff across
offices in Malta (headquarters), Bucharest, London, Manila and Stockholm. Kambi
Group plc is listed on First North at NASDAQ Stockholm under the symbol "KAMBI".
The Certified Advisor is Redeye AB.
