Kambi Group plc

NOTICE OF KAMBI GROUP PLC ANNUAL GENERAL MEETING 2020 - Seite 2

 

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 Tuesday 28 April, 2020, by post or courier to Kambi Group plc, c/o Euroclear Sweden AB, Box 191, 101 23, Stockholm, Sweden, tel. [phone].

Proxy forms are available on the Company website www.kambi.com under the General Meetings section.

The Annual Report is available via a pdf in English on the Company’s website www.kambi.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. The CEO’s presentation

Ordinary Business (Ordinary Resolutions)

7. To receive and approve the Consolidated Financial Statements (Annual Report) of the Company for the year ended 31 December, 2019 and the Report of the Directors and Report of the Auditors thereon. (Resolution a)

8. Presentation by the Nomination Committee

9. To approve the Report on Directors’ remuneration as set out in the Annual Report for the year ended 31 December 2019. (Resolution b)

10. To determine the Board members’ fees for 2020. (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 Patrick Clase as a Director of the Company. (Resolution f)

14. To re-elect Marlene Forsell as a Director of the Company. (Resolution g)

15. To re-elect Cecilia de Leeuw as a Director of the Company. (Resolution h)

16. To re-appoint Mazars as auditors of the Company, and to authorise the Directors to determine their remuneration. (Resolution i)

Special Business (Extraordinary Resolutions)

17. THAT the Directors be and are hereby duly authorised and empowered in accordance with Articles 85(4) and 88(7) of the Companies Act (Cap.386 of the Laws of Malta) and Article 9 of the Articles with immediate effect and for a period of 5 years from the date of this resolution 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 from time to time, solely for the purpose of issuing such shares to holders (if any) or future holders of options under the Kambi Group plc Share Option Plan 2020 as may from time to time be approved by the Directors for this purpose, without first offering the said options and the shares subject thereto to existing members of the Company. This resolution is being taken in terms of and for the purposes of the approvals necessary in the Companies Act and the Articles of Association of the Company. (Resolution j)