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Notice of Kambi Group Plc Extraordinary General Meeting 2022

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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.

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Gambling in the USA

Gaming Americas Weekly Roundup – September 8-15

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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.

Latest News

IGT announced that its much-anticipated Wheel of Fortune Big Money Spin electronic table game (ETG) recently made its world debut at Downtown Grand Casino in Las Vegas, Nev. The vibrant standalone ETG game includes many of the attributes that have propelled the success of the Wheel of Fortune slots franchise for nearly three decades including word puzzles, wheel spins and exciting jackpot rewards. The game is accompanied by an attention-grabbing, 9-plus-feet upright video wheel that stands independent of the ETG terminals and entertains casino guests with the famous “WHEEL-OF-FORTUNE!” chant.

MGM Resorts International has announced that Corey Sanders, Chief Operating Officer, will retire from the company after more than 30 years of dedicated service and leadership. Sanders has agreed to remain COO through Dec. 31, 2025, and to serve as an advisor to the President and CEO through Dec. 31, 2026. The Company intends to name a new COO to serve as Sanders’ successor later this month. Sanders is currently MGM Resorts’ Chief Operating Officer, overseeing the company’s Las Vegas and regional properties as well as multiple corporate departments, including Hospitality, Gaming, Human Resources and Strategic Initiatives. Prior to that, he served as the company’s Chief Financial Officer and Treasurer.

Members of Kletsel Dehe Wintun Nation, the Sherwood Valley Rancheria of Pomo Indians, the Mechoopda Indian Tribe of Chico Rancheria and Big Lagoon Rancheria gathered outside the State Capitol in Sacramento to protest Assembly Bill 831 (AB 831). If passed, the bill would limit economic opportunities available to less wealthy tribes in the state by banning legitimate online social games using sweepstakes promotions. It would also eliminate more than $1 billion of existing economic activity generated by the industry in California, and close off a potential new revenue source for the state via sensible, modern regulation and taxation.

Partnerships

Genius Sports Limited has expanded its long-term partnership with Hard Rock Bet Sportsbook (Hard Rock Bet) to power the top-rated platform with its market-leading official data, trading and marketing solutions, as well as its ground-breaking BetVision product. Genius Sports has worked in partnership with the leading operator since 2021, providing the highest quality official data and pinpoint trading solutions across top tier leagues globally, including the Premier League, Serie A, European Leagues, Liga MX, NFL and more. Hard Rock Bet will be able to provide its customers with Genius Sports’ first-of-its-kind BetVision low latency streaming solution.

Quick Custom Intelligence (QCI), a leading provider of data-driven casino intelligence and player engagement platforms, has announced that Dania Beach Casino is continuing to benefit from its deployment of the QCI Nimble platform. While the property currently focuses on the QCI Host and QCI Marketing modules, it has expressed enthusiasm about the capabilities of the new AGI56 release and its impact on future customer engagement strategies. AGI56 represents the most ambitious release in QCI’s history, with the platform undergoing a full refresh of its technology stack, improved integration of advanced analytics, and the introduction of generative AI-driven tooling through Chatalytics.com. QCI’s platform is currently deployed in more than 350 casinos worldwide.

The post Gaming Americas Weekly Roundup – September 8-15 appeared first on European Gaming Industry News.

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California

California Gambling Control Commission Issues New Precedential Decision on Licensing Requirements

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The California Gambling Control Commission has issued a new Precedential Decision that addresses licensure requirements for funding sources of Third-Party Providers of Proposition Player Services (TPPPS).

The decision, formally titled Precedential Decision 2025-01, was adopted on August 21, 2025, and is now available on the Commission’s Precedential Decisions page

along with all prior precedential rulings.

This latest decision provides further clarity on licensing obligations and regulatory expectations for individuals and entities involved in funding TPPPS operations—a key aspect of maintaining integrity and oversight in California’s regulated gambling industry.

Stakeholders and members of the public can stay informed by subscribing to receive notifications when new Precedential Decisions are under consideration or adopted. The Precedential Decisions Subscription Signup Form, along with other subscription options for Commission meeting agendas, newsletters, and rulemaking updates, is available on the Commission’s website.

For questions or additional information, contact the Commission at (916) 263-0700 or via email at [email protected]

.

The post California Gambling Control Commission Issues New Precedential Decision on Licensing Requirements appeared first on Gaming and Gambling Industry in the Americas.

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Aquisitions/Mergers

The Chiliz Group acquires OG Esports, reuniting with original co-founders to launch new era

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  • Chiliz Group acquires 51% of OG Esports, investing to grow the team, expand operations, and strengthen fan and player engagement.

  • Xavier Oswald, a former co-founder and shareholder of OG, becomes CEO, while OG co-founders Johan “n0tail” Sundstein and Sébastien “Ceb” Debs launch a new strategic project consolidating the team’s competitive foundation.

  • Socios.com becomes the exclusive platform for $OG Fan Tokens, $OG will act as the showcase for blockchain-based utility.

The Chiliz Group, the world’s leading blockchain provider for the sports and entertainment industry and operator of Socios.com, today announced it has acquired a 51% controlling stake in OG Esports, one of the most iconic and innovative names in global esports.

Founded in 2015 by legendary Dota 2 players Johan “n0tail” Sundstein and Sébastien “Ceb” Debs, OG is the first team in history to win back-to-back titles at The International. Since then, OG has expanded into Counter-Strike, Honor of Kings and Mobile Legends: Bang Bang, building one of the most successful and culturally significant organisations in esports.

OG has a track record of delivering a fan-driven culture through innovation and launched the $OG Fan Token in 2020. The $OG Fan Token recently became the first esports Fan Token to surpass a $100 million market capitalization, driven by surging global demand for digital fan assets. Having delivered exclusive voting rights, VIP experiences, merchandise, and direct access to the team for fans worldwide, $OG represents a thriving $100m+ digital fan economy.

As part of the acquisition, Xavier Oswald will take on the role of CEO of OG, guiding the organisation into its next chapter, while co-founders Johan “n0tail” Sundstein and Sébastien “Ceb” Debs will lead a new strategic project consolidating the team’s competitive foundation, driving innovation at the intersection of esports and Web3.

At the same time, Socios.com will become the exclusive wallet and engagement platform for $OG Fan Tokens, establishing $OG as the flagship example of the new fan economy. The token will now showcase how fan assets can evolve – serving as the blockchain layer for tickets, merchandise, in-stadium perks, and digital content, while also integrating real-world assets and club revenues through mechanisms like buybacks to deliver deeper influence and tangible value to supporters.

Through The Chiliz Group’s global network of more than 80 leading sports properties, OG will now be able to expand into new countries and markets, building a larger international footprint and new commercial opportunities. Backed by the financial strength of a global group, OG will become more resilient and sustainable, ensuring long-term stability while focusing on what matters most: players, fans, and innovation.

More details about the acquisition will be released in the coming weeks.

“OG has always been about community and innovation, and since 2020 it has demonstrated that Fan Tokens can create genuine economic value and meaningful engagement,” said Alex Dreyfus, CEO and Founder of Chiliz. “With a $100 million fan token economy already established, OG represents the perfect case study for what’s truly possible when we place Fan Tokens at the centre of the fan economy. This acquisition allows us to showcase the next evolution – Fan Tokens 2.0.”

“This marks the start of a bold new era for OG,” said Xavier Oswald, incoming CEO of OG. “With Chiliz as our majority partner, we can scale our teams, grow our global community, and unlock a new dimension of engagement through the $OG Fan Token. We’ve always believed that fans should be at the centre of everything we do, and now we have the tools and the backing to make that vision a reality.”

“With Chiliz, we share a common vision based on strong values: passion, transparency, and the power of communities.” said Johan “N0tail” Sundstein, co-founder and historic figure of OG Esports. “From winning back-to-back Internationals to competing against OpenAI Five in a world-first showcase of human-AI collaboration, OG has always been about pushing boundaries. This alliance will allow us to stay true to our identity while continuing to grow.”

“This agreement marks the beginning of a new competitive cycle,’ added Sébastien “Ceb” Debs, two-time world champion with OG. “We want to once again become a major force on the international stage and inspire a new generation of players and fans. With the support of Chiliz, we now have the means to build an ambitious and sustainable project.”

The post The Chiliz Group acquires OG Esports, reuniting with original co-founders to launch new era appeared first on European Gaming Industry News.

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