In terms of Articles 41 and 42 of the Articles of Association of the Company
NOTICE IS HEREBY GIVEN that that THE ANNUAL GENERAL MEETING (the “Meeting”) of Kambi Group plc, company number C 49768 (the “Company”) will be held on Thursday 11 May 2023 at 11.00 CEST at Kambi, Hälsingegatan 38, 113 43 Stockholm, 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 Wednesday 19 April 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 Wednesday 19 April 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 Wednesday 19 April 2023 and can do so by (i) e-mail to GeneralMeetingService@euroclear .com 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 Wednesday 19 April 2023 by (i) e-mail to GeneralMeetingService@euroclear .com 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.
- Aggregated attendance notifications and proxy data processed by Euroclear Sweden AB must be transmitted to and received by the Company by email at Mia.Nordlander@kambi .com not less than 48 hours before the time appointed for the Meeting and in default shall not be treated as valid
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 2022 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 2022 and the Reports of the Directors and Reports of the Auditors thereon (Resolution a)
10. To approve the remuneration report set out on pages 50-51 of the Company’s Annual Report and Financial Statements for the year ended 31 December 2022 (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 Lars Stugemo as a Director of the Company (Resolution e)
14. To re-elect Anders Ström as a Director of the Company (Resolution f)
15. To re-elect Patrick Clase as a Director of the Company (Resolution g)
16. To re-elect Marlene Forsell as a Director of the Company (Resolution h)
17. To re-elect Cecilia de Leeuw 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 Paul Giglio, and to authorise the Directors to determine the Auditors’ remuneration (Resolution l)