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Notice of Kambi Group Plc Extraordinary General Meeting 2022
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 Thursday 30 June 2022 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 Thursday 9 June 2022.
- 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 9 June 2022. 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 9 June 2022 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 Thursday 9 June 2022 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.
- Proxy forms are available on the Company website 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 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.
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 3,106,480 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 2022 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 30 March 2022, 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 3,106,480 which is equivalent to 10% of total shares as at the date of the notice to the 2022 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 3,106,480; and
(e) the authority conferred by this resolution shall expire on the date of the 2023 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 17 May, 2022 (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.
The gambling industry is evolving rapidly, bringing new opportunities and challenges daily. To help affiliates maximize their earnings by focusing on what truly engages players, experts from Megapari discuss the latest trends and key developments shaping the future of the sector in their newest article.
Megapari Partners is an affiliate platform that welcomes traffic from more than 50 geographical regions. With revenue shares of up to 50%, as well as CPA and hybrid options, the platform boasts an active partner base of over 30,000 affiliates.
When discussing the evolution of online casinos, Megapari emphasized the ongoing growth in the popularity of crash games. Although the mechanics of these games are not new and have been recognized within the industry for some time, Megapari notes that their popularity continues to rise. Leading providers have adapted to the overwhelming demand for this category of slots by introducing their own variations of the crash game mechanics. Games like Aviator and Aviatrix have solidified their positions in the platform’s Top 5 most popular slots, combining high RTP with appealing graphics and captivating gameplay. Compared to Q4 2023, Megapari has observed an increase in the popularity of crash slots more than 60%, further confirming the hypothesis of the ongoing expansion of these types of games.
Additionally, Megapari’s experts point to the significance of the “retention” rate in clicker slots. These types of slots gained popularity during the first half of 2024, attracting players with their incredibly simple mechanics. While it may be too early to compare the popularity of clickers with that of crash games, Megapari believes that in the second half of 2024, the industry will likely witness further growth in this category of slots.
When it comes to classic and well-known mechanics, roulette games remain among the top preferences for players. American and European roulettes—classic games with familiar rules—continue to attract players with their straightforward and well-known gameplay. Despite the fact that roulettes have long been a staple among popular and widely recognized slots, Megapari has noted an increase in the popularity of this category of games, demonstrating that the appeal of classic games should not be underestimated.
Beyond the games themselves, the hardware used by players is also advancing, leading users to seek out slots with superior graphics. More and more providers are focusing not only on game mechanics but also on enhancing gameplay with visually stunning and immersive slots, such as Medusa by Spinomenal or Heist: Bank Rush. Complex animations and vibrant icons attract players, enriching their gaming experience with greater variety.
Video slot games have come a long way from their humble beginnings. Today’s gaming experience is not just about graphics or slot gameplay; sound has also taken center stage, adding depth and enhancing player immersion. One aspect that has emerged as a slot game-changer is adaptive soundtracks. These dynamic musical scores adjust in real-time based on the player’s actions, emotions, or in-slot game events. This innovation has significantly impacted player engagement, contributing to a more immersive and interactive gaming experience.
What Are Adaptive Soundtracks?
An adaptive soundtrack refers to a musical score that changes depending on what’s happening in a slot online game. Unlike static soundtracks, which play in a loop or remain the same throughout the slot game, adaptive music evolves as players progress through different levels or encounter specific challenges. The changes in the soundtrack can reflect various in-slot game elements like mood shifts, action sequences, or environmental changes, helping to create a seamless experience.
In simpler terms, adaptive soundtracks adjust to the slot game’s flow. If a player is in a high-stress situation like a battle or chase, the music might intensify to heighten the feeling of urgency. On the other hand, if the player is exploring a peaceful environment, the music may slow down or become more calming. This dynamic nature of adaptive soundtracks plays a crucial role in how engaged a player feels while playing.
How Adaptive Soundtracks Work
Adaptive soundtracks rely on a system that monitors in-slot game events, player movements, and environmental changes. Based on specific triggers, the music shifts to suit the atmosphere or slot gameplay. This can be achieved through a variety of techniques:
- Layering: The slot game’s soundtrack is composed of multiple layers of music. Depending on the situation, different layers are added or removed to create the right mood. For instance, in a stealth slot game, the soundtrack may begin with a light, suspenseful melody, but as enemies approach, an additional layer of percussion or a faster rhythm may be introduced to increase tension.
- Transitioning: In some slot gacor games, rather than layering, the music transitions between different themes. For example, when a player enters a combat sequence, the tranquil exploration theme may fade out and a more intense battle score takes over. The shift is smooth, ensuring that the player doesn’t feel disconnected from the slot gameplay.
- Reacting to Player Inputs: Some adaptive soundtracks are directly influenced by the player’s decisions. In role-playing slot games (RPGs), where players make moral choices, the music may shift to reflect the emotional weight of those decisions. A heroic act may bring in uplifting music, while a villainous choice might introduce darker, more ominous tones.
Why Soundtracks Matter in Gaming
Sound is an often overlooked but essential aspect of gaming. Without it, slot games would lose a significant layer of immersion and emotional depth. Music sets the mood, adds tension, and can guide players through complex narratives without using words.
Enhancing Emotional Connection
One of the primary ways adaptive soundtracks contribute to player engagement is by enhancing emotional connections. The music in a slot game can evoke a wide range of emotions, from excitement to fear, sadness, and triumph. By adjusting the soundtrack to match the player’s experience, adaptive soundtracks ensure that the emotional impact of the slot game is felt more strongly.
For example, in horror slot games, sudden changes in music can signal an impending threat, causing players to feel anxious or on edge. In adventure slot games, a soaring soundtrack during a climactic moment can make players feel empowered or inspired. This emotional engagement is key to keeping players invested in the slot game.
Maintaining Immersion
Another critical factor in player engagement is immersion. When players are fully immersed in a slot game, they lose track of time and become deeply involved in the slot game world. Adaptive soundtracks help maintain this immersion by creating a consistent and reactive audio environment that responds to the player’s actions.
If the music didn’t change to reflect what’s happening in the slot game, players might feel disconnected or disoriented. Imagine playing a slot game where the music remains calm and peaceful during a high-stakes battle; it would break the immersion and reduce the overall intensity of the experience. By constantly evolving to match the slot gameplay, adaptive soundtracks keep players in the moment, making every action and decision feel significant.
Increasing Replayability
Replayability is an important aspect of modern slot games, and adaptive soundtracks can contribute to this in a big way. slot games with dynamic music systems offer a fresh experience each time a player plays, as the soundtrack can vary based on different actions or choices. This variability can make players want to come back and explore different possibilities, knowing that even the music will change to match their new path.
For instance, in slot games with branching narratives, the music will adapt to the storyline the player chooses, offering a unique soundtrack for each playthrough. This keeps the experience fresh and engaging, encouraging players to revisit the slot game multiple times.
Conclusion
Adaptive soundtracks have transformed the gaming experience by enhancing emotional connections, maintaining immersion, and increasing replayability. By responding to in-slot game events and player actions, these dynamic soundtracks keep players engaged and invested in the slot game world. As technology evolves, the role of adaptive soundtracks in player engagement will only continue to grow, offering slot gamers an ever-deepening connection to the virtual worlds they explore.
From iconic titles like The Legend of Zelda to intense shooters like DOOM, adaptive soundtracks are proving to be a vital component of modern video slot game design, making each gaming experience truly unique and unforgett
SOFTSWISS, a global tech company with over 15 years of expertise in iGaming, supports the global Pink October initiative to attract attention to preventing breast cancer.
This year’s Pink October campaign at SOFTSWISS is themed “A Minute Today, a Future Ahead” and emphasises the importance of early detection and preventative care. Breast cancer is the most common cancer affecting women, and early diagnosis is key in the fight against the disease. When it is noticed early, the 5-year relative survival rate is 99%.
Early detection involves doing monthly breast self-exams and planning regular clinical breast exams and mammograms. Half of the 2,000 SOFTSWISS employees are women, and the company will refund each of them for ultrasounds and mammograms in October and November.
Pink October at SOFTSWISS offers a wide range of activities throughout the month. In addition to reimbursing for medical examinations, an online webinar on mental health will provide valuable insights for those who face the disease. To support the international charity movement “Butterfly Support Mission”, women from SOFTSWISS will take part in a themed race.
The company’s employees also personally support the initiative. To further raise awareness, prominent female influencers from the SOFTSWISS community share information about the campaign across social media, amplifying the message of self-care and vigilance.
“Health is a crucial value beyond everything. Here, at SOFTSWISS, we aim to help and support our employees’ well-being and health every day. By promoting the Pink October initiative, we want to stress the importance of well-timed self-care and make this issue visible both within the iGaming industry and beyond,” shares Chief Marketing Officer at SOFTSWISS, Valentina Bagniya.
Notably, the iGaming industry recognised SOFTSWISS’ strong dedication to ensuring the best working conditions for its employees. A few weeks ago, SOFTSWISS received the esteemed accolade “Employer of the Year” at the SBC Awards.
Supporting the Pink October initiative for the second year in a row, SOFTSWISS continues to lead by example, emphasising the importance of preventive health measures and community support. Through this initiative, the company hopes to inspire its employees and society to take action today for a healthier tomorrow.
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.
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