Bulletin from Kambi Group plc’s Extraordinary General Meeting 2021

Kambi Group plc (Malta Registration Number C49768) of Level 3, Quantum House, Abate Rigord Street, Ta’ Xbiex XBX1120, Malta (the “Company”) held an Extraordinary General Meeting on the 23 June 2021, in Sweden (the “Meeting”).

Two extraordinary resolutions (a and b respectively) were presented to the Meeting. 
In terms of the proviso to Article 48B.2(b) of the Articles of Association of the Company, the required majority for the purposes of this Meeting was “not less than 75% in nominal value of the shares represented and entitled to vote at the Meeting”. The number of shares represented and entitled to vote at this Meeting corresponded to 30.9% of total shares in the Company, of which 100% voted in favour of each extraordinary resolution presented (a and b respectively):

•    Authority to issue and allot shares for payment in kind approved;

•    Authority to acquire own shares approved.

By order of the Board

Sarah Grima
Company Secretary

 

Kambi Group plc EGM Notice 2021 

Kambi Group plc EGM Proxy form 2021 

Kambi Group plc EGM Proxy form 2021 – editable version

Kambi Group plc (Malta Registration Number C49768 of Registered Address at Level 3, Quantum House, Abate Rigord Street, Ta’ Xbiex XBX1120, Malta) (the “Company”) held the Annual General Meeting on the 11 May 2021, in Sweden (the “Meeting”)

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Fifteen resolutions were presented to the Meeting. Thirteen ordinary resolutions (resolutions a – m) were approved:

• Consolidated Financial Statements (Annual Report) and the Financial Statements of the Company 2020 were approved;

• Remuneration report 2020 was approved;

• Number of Board Members 2021 was approved;

• Board Members’ fees 2021 were approved;

• Lars Stugemo, Anders Ström, Patrick Clase, Marlene Forsell and Cecilia de Leeuw were re-elected Directors;

• Lars Stugemo was appointed Chairman;

• Guidelines on the appointment and composition of the Nomination Committee were approved;

• Mazars Malta were reappointed as external auditors;

• Guidelines on the remuneration policy for Executive Management were approved.

All two extraordinary resolutions, resolutions n and o, obtained one majority of two required in terms of Clause 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, an Extraordinary General Meeting is being convened within 30 days of today’s Annual General Meeting, as per proviso in same Clause and Articles, to take a fresh vote on the proposed resolutions.

By order of the Board

Sarah Grima
Company SecretaryKambi Group plc 2021 CEO presentation 

Kambi Group plc AGM Notice 2021 

Kambi Group plc Proxy form 2021Kambi Group plc Proxy form 2021 – editable version

Kambi Group plc Financial Statements 2020

Motivated Opinion 2021

Kambi Group plc EGM 2020 Notice 

Kambi Group plc EGM 2020 Proxy form

Kambi Group plc (Malta Registration Number C49768 of Registered Address at Level 3, Quantum House, Abate Rigord Street, Ta’ Xbiex XBX1120, Malta) held the Annual General Meeting on the 13 May 2020, in Sweden

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Twelve resolutions were presented to the meeting. Nine ordinary resolutions were approved:

Consolidated Financial Statements (Annual Report) 2019 approved;

Report on Directors’ remuneration 2019 approved;

Directors’ fees 2020 approved;

Lars Stugemo, Anders Ström, Patrick Clase, Marlene Forsell and Cecilia de Leeuw re-elected Directors;

Mazars Malta were reappointed as external auditors;

All three extraordinary Resolutions, Resolutions j, k, and l, obtained one majority of two required in terms of Clause 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, an Extraordinary General Meeting is being convened within 30 days of today’s Annual General Meeting, as per proviso in same Clause and Articles, to take a fresh vote on the proposed resolutions.

By order of the Board

Maureen Ehlinger

Company Secretary

Kambi Group plc AGM Notice 2020

Kambi Group plc Proxy form 2020

Kambi Group plc Proxy form 2020 – editable version

Motivated Opinion 2020

Kambi Group plc (Malta Registration Number C49768 of Registered Address at Level 3, Quantum House, Abate Rigord Street, Ta’ Xbiex XBX1120, Malta) held the Annual General Meeting on the 16th May, 2019, in Sweden

• Eleven resolutions were presented to the meeting.
• All eleven resolutions were approved:
• Consolidated Financial Statements (Annual Report) 2018 approved;
• Report on Directors’ remuneration 2018 approved;
• Directors’ fees 2019 approved;
• Lars Stugemo, Anders Ström, Patrick Clase and Marlene Forsell re-elected Directors;
• Cecilia de Leeuw elected Director;
• Mazars Malta were reappointed as external auditors;
• Authority to the Board to issue and allot shares on one or several occasions prior to the date of the next Annual General Meeting of the Company, for payment in kind or through a direct set-off, in connection with an acquisition up to a dilution of 10% of the issued Ordinary “B” shares, approved;
• Authority to the Company to make purchases of Ordinary ‘B’ shares in the Company, up to a maximum equivalent of 10% of total shares, the authority shall expire on the date of the 2020 Annual General Meeting, but in any case shall not exceed the period of 18 months, approved.

By order of the Board
Maureen Ehlinger
Company Secretary

Kambi Group plc AGM Notice 2019

Kambi Group plc Proxy form 2019

Kambi Group plc Motivated Opinion 2019

Kambi Group plc (Malta Registration Number C49768 of Registered Address at Level 3, Quantum House, Abate Rigord Street, Ta’ Xbiex XBX1120, Malta) held an Extraordinary General Meeting on the 21 st November, 2018, in Sweden

Two resolutions were presented to the meeting. Both resolutions were approved:

• Directors’ fees 2018 approved as reproposed;
• Marlene Forsell elected Director;

By order of the Board

Maureen Ehlinger

Company Secretary

 

Kambi Group plc EGM Notice 2018

Kambi Group plc Proxy form 2018

Marlene Forsell, who has been nominated to be appointed as a director at the forthcoming EGM, holds no current or previous position within, or relationship with, the Group or any of its affiliates. Therefore, Marlene Forsell is deemed to be independent from the Group.

KAMBI GROUP PLC
Kambi Group plc (Malta Registration Number C49768 of Registered Address at Level 3, Quantum House, Abate Rigord Street, Ta’ Xbiex XBX1120, Malta) held the Annual General Meeting on the 31st May, 2018, in Sweden

Twelve resolutions were presented to the meeting. All twelve resolutions were approved:

• Consolidated Financial Statements (Annual Report) 2017 approved;
• Report on Directors’ remuneration 2017 approved;
• Directors’ fees 2018 approved;
• Lars Stugemo, Anders Ström, Susan Ball, Patrick Clase and Cecilia Wachtmeister re-elected Directors;
• Mazars Malta were reappointed as external auditors;
• Authority to the Board to enter into an agreement with the Bondholder to extend the maturity of the Convertible Bond to 1 January 2024 and make all such other amendments to the Convertible Bond as seen fit;
• Authority to the Board to issue and allot shares on one or several occasions prior to the date of the next Annual General Meeting of the Company, for payment in kind or through a direct set-off, in connection with an acquisition up to a dilution of 10% of the issued Ordinary “B” shares, approved;
• Authority to the Company to make purchases of Ordinary ‘B’ shares in the Company, up to a maximum equivalent of 10% of total shares, the authority shall expire on the date of the 2019 Annual General Meeting, but in any case shall not exceed the period of 18 months, approved.

By order of the Board

Maureen Ehlinger
Company Secretary

 

Kambi Group plc AGM Notice 2018

Kambi Group plc Motivated Opinion 2018

Kambi Group plc Proxy form 2018

Kambi Group plc (Malta Registration Number C49768 of Registered Address at Level 3, Quantum House, Abate Rigord Street, Ta’ Xbiex XBX1120, Malta) held the Annual General Meeting on the 17th May, 2017, in Sweden

Twelve resolutions were presented to the meeting. All twelve resolutions were approved:

• Consolidated Financial Statements (Annual Report) 2016 approved;
• Report on Directors’ remuneration 2016 approved;
• Directors’ fees 2017 approved;
• Lars Stugemo, Anders Ström, Susan Ball and Patrick Clase re-elected Directors;
• Cecilia Wachtmeister elected Director;
• Mazars Malta re-appointed external auditors;
• Extension of authority to the Board to issue options to be allotted with Ordinary ‘B’ shares in the Company, having a nominal value of €0.003 up to the equivalent of 5% of the issued Ordinary ‘B’ Shares of the Company, under the Kambi Group plc Share Option Plan 2013 for a further period of 5 years;
• Authority to the Board to issue and allot shares on one or several occasions prior to the date of the next Annual General Meeting of the Company, for payment in kind or through a direct set-off, in connection with an acquisition up to a dilution of 10% of the issued Ordinary “B” shares, approved;
• Authority to the Company to make purchases of Ordinary ‘B’ shares in the Company, up to a maximum equivalent of 10% of total shares, the authority shall expire on the date of the 2017 Annual General Meeting, but in any case shall not exceed the period of 18 months, approved.

By order of the Board

Maureen Ehlinger

Company Secretary

Please find below the full Notice, Motivated Opinion and the CEO Presentation:

Kambi Group plc AGM Notice 2017

Kambi Group plc Motivated Opinion 2017

Kambi Group plc AGM 2017 CEO Presentation

Kambi Group plc (Malta Registration Number C49768 of Registered Address at Level 3, Quantum House, Abate Rigord Street, Ta’ Xbiex XBX1120, Malta) held the Annual General Meeting on the 18th May, 2016, in Sweden.

Ten resolutions were presented to the meeting. All ten resolutions were approved:

• Consolidated Financial Statements (Annual Report) 2015 approved;
• Report on Directors’ remuneration approved;
• Directors’ fees 2016 approved;
• Lars Stugemo, Anders Ström, Susan Ball and Patrick Clase re-elected Directors;
• Mazars Malta were reappointed as external auditors;
• Authority to the Board to issue and allot shares on one or several occasions prior to the date of the next Annual General Meeting of the Company, for payment in kind or through a direct set-off, in connection with an acquisition up to a dilution of 10% of the issued Ordinary “B” shares, approved;
• Authority to the Company to make purchases of Ordinary ‘B’ shares in the Company, up to a maximum equivalent of 10% of total shares, the authority shall expire on the date of the 2017 Annual General Meeting, but in any case shall not exceed the period of 18 months, approved.

By order of the Board

Maureen Ehlinger
Company Secretary

Please find more details in the AGM Notice below, the Nomination Committee’s Motivated Opinion and the CEO presentation:

Kambi Group plc AGM Notice 2016

Kambi Group plc Motivated Opinion 2016

Kambi Group plc AGM 2016 CEO presentation

Kambi Group plc (Malta Registration number C49768; Registered Office: Level 3, Quantum House, Abate Rigord Street, Ta’ Xbiex XBX 1120, Malta) held the Annual General Meeting on Tuesday 19 May 2015 in Malta.

The total number of shareholders entitled to vote at this meeting was 17.848.915. Eleven resolutions were presented to the meeting. All following resolutions were approved:

1. Audited financial statements 2014 approved
2. Report on Directors’ Remuneration 2014 approved
3. Directors’ Fees 2015 approved
4. Lars Stugemo was re-elected Director
5. Anders Ström was re-elected Director
6. Susan Ball was re-elected Director
7. Patrick Clase was re-elected Director
8. Mazars Malta were re-appointed as external Auditors
9. Executive Share Option Plan will take immediate effect, and for a period of five years from the date of this resolution, to issue to managers and senior staff of the Company with the dilution up to the equivalent of 5%, with a maximum dilution per year of 1.5%, of the issued Ordinary ‘B’ Shares of the Company approved.
10. Authority to the Board to Issue and Allot Shares on one or several occasions prior to the date of the next Annual General Meeting of the Company, for Payment in Kind or through a direct set-off in connection with an acquisition up to a dilution of 10% of the issued Ordinary ‘B’ Shares of the Company approved.
11. Authority to the Company to make purchases of Ordinary ‘B’ shares in the Company. The authority shall expire on the date of the 2016 Annual General Meeting, but in any case shall not exceed the period of 18 months, with up to a maximum equivalent to 10% of total shares approved.

 

By order of the Board

Maureen Ehlinger
Company Secretary

For any further details, please refer to the AGM Notice or contact the Head of Investor Relations – Anna-Lena Åström, tel: +44 7834 626 301.

Please find details of the AGM Notice in the link below:

Kambi 2015 AGM Notice

Additional information:

The share option performance measures are non-market based targets providing participants with a high degree of alignment to company performance. The right to exercise options will depend on Kambi achieving certain financial performance targets over the three-year vesting period – this will establish a clear link between how Kambi performs and the value that the Share Option Plan 2015 can deliver. These targets will include EPS growth. Aggregated performance against the targets, if achieved, and the resulting exercise of options will be disclosed in the annual report. This means, for example, that details of the targets relating to options which vest in 2018, and the associated exercise of options, will be disclosed in the 2018 annual report.