Special Power Of Attorney Validity Period 1 Easy Rules Of Special Power Of Attorney Validity Period
NOTICE OF KAMBI GROUP PLC EXTRAORDINARY GENERAL MEETING 2020
In agreement of Articles 41 and 42 of the Articles of Association of the Aggregation (the “Articles”)
NOTICE IS HEREBY GIVEN that that AN EXTRAORDINARY GENERAL MEETING (the “Meeting”) of Kambi Group plc, aggregation cardinal C 49768 (the “Company”) will be captivated on Friday 3 July 2020 at 11.00 CEST at Kambi, Wallingatan 2, 4tr, 111 60 Stockholm, to accede the afterward Agenda. The allotment of shareholders starts at 10.30 CEST.
Right to appearance and voting
Shareholders’ appropriate to accredit a proxy
Agenda1. 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 Affair has been appropriately convened
Special Business (Extraordinary Resolutions)
6. THAT the Directors be and are hereby appropriately authorised and empowered in accordance with Articles 85(4) and 88(7) of the Companies Act (Cap.386 of the Laws of Malta) and Commodity 9 of the Articles with actual aftereffect and for a aeon of 5 years from the date of this resolution to affair options to be allotted with Accustomed ‘B’ shares in the Aggregation accepting a nominal amount of €0.003 up to the agnate of 5% of the issued Accustomed ‘B’ Shares of the Aggregation from time to time, alone for the purpose of arising such shares to holders (if any) or approaching holders of options beneath the Kambi Group plc Allotment Advantage Plan 2020 as may from time to time be accustomed by the Directors for this purpose, afterwards aboriginal alms the said options and the shares accountable thereto to absolute associates of the Company. This resolution is actuality taken in agreement of and for the purposes of the approvals all-important in the Companies Act and the Articles of Association of the Company. (Resolution a)
7. THAT the Directors be and are hereby appropriately authorised and empowered in accordance with Articles 85(1) and 88(7) of the Companies Act and Commodity 3 of the Articles, on one or several occasions above-mentioned to the date of the abutting Anniversary General Affair of the Company, to affair and admeasure up to a best of 3,082,969 Accustomed ‘B’ shares in the Aggregation of a nominal amount of €0.003 anniversary (corresponding to a concoction of 10%) for acquittal in affectionate or through a absolute set-off in affiliation with an acquisition, and to authorise and empower the Directors to bind or abjure the appropriate of pre-emption associated to the affair of the said shares. This resolution is actuality taken in agreement and for the purposes of the approvals all-important in agreement of the Companies Act and the Articles of Association of the Company. (Resolution b)
8. WHEREAS (i) at a affair of the Board of Directors of the Aggregation captivated on 13 April 2017, the Directors bound to access ascendancy to buy aback Accustomed ‘B’ shares in the Aggregation accepting a nominal amount of €0.003 each; and
(ii) pursuant to Commodity 5 of the Articles and Commodity 106(1) (b) of the Companies Act a aggregation may access any of its own shares contrarily than by subscription, provided inter alia authorisation is accustomed by an amazing resolution, which resolution will charge to actuate the agreement and altitude of such acquisitions and in accurate the best cardinal of shares to be acquired, the continuance of the aeon for which the authorisation is accustomed and the best and minimum consideration.
NOW THEREFORE the associates of the Aggregation boldness that the Aggregation be about authorised to accomplish purchases of Accustomed ‘B’ shares in the Aggregation of a nominal amount of €0.003 anniversary in its capital, accountable to the following:
(a) the best cardinal of shares that may be so acquired is 3,082,969, which is agnate to 10% of absolute shares;
(b) the minimum amount that may be paid for the shares is SEK1 per share;
(c) the best amount that may be paid for the shares is SEK500 per share;
(d) the best accumulated cardinal of shares that can either be i) issued and allotted beneath Resolution b and, ii) bought aback beneath this Resolution c, shall not beat 3,082,969; and
(e) the ascendancy conferred by this resolution shall expire on the date of the 2021 Anniversary General Meeting, but in any case shall not beat the aeon of 18 months, but not so as to ageism the achievement of a acquirement apprenticed afore that date. (Resolution c)
Information about proposals accompanying to Agenda items
All three amazing Resolutions, Resolutions a, b, and c, were presented in their absoluteness to the Anniversary General Affair captivated on 13 May, 2020, and acquired one majority of two appropriate in agreement of commodity 135 of the Companies Act (Cap 386), and in agreement of Articles 48B, 2(b) of the Articles. To this end, this Amazing General Affair is actuality convened aural 30 canicule of the Anniversary General Meeting, in accordance with the aloft accoutrement of the Companies Act and Articles, to booty a beginning vote on the proposed resolutions.
Agenda account 6 (Resolution a)
The Board proposes the enactment of an controlling allotment advantage plan (Share Advantage Plan 2020). This will accommodate continuing allotment incentives for managers and chief agents of the Aggregation (both absolute and yet-to-be recruited). The arrangement should accommodate an advancing retention/reward border for participants afterwards June 2020.
The ambition of the Allotment Advantage Plan 2020 is that the awards will be accustomed to about 50 key associates of staff, with the focus on accouterment a counterbalanced all-embracing accomplishment package.
The options will accept a 3-year vesting period. Up to 5% of issued allotment basic will be accessible for the new allotment advantage plan over a aeon of 5 years, with a best of 1.5% per agenda year.
Awards will be accountable to achievement altitude and will crave that pre-determined levels of banking achievement (based on key banking targets, including EBIT, as set by the Board) are accomplished afore the allotment options can be exercised. The options will alone be exercisable if the banking targets set by the Board are accomplished during the 3-year vesting period. Achievement adjoin the accordant EBIT targets will be arise in anniversary Anniversary Abode afterward the accordant vesting period.
It is proposed that the options are issued with an exercise amount ambit amid 10% – 25% aloft the boilerplate allotment amount in the 10 alive canicule above-mentioned to the affair of the options. This ambit will be bent by the Board above-mentioned to anniversary admission at its acumen based aloft accordant factors.
For the purposes of Commodity 88(7) of the Companies Act, through this resolution the associates of the Aggregation are additionally authorising the Board of Directors to bind or abjure the members’ appropriate of pre-emption that would commonly baptize associates to be offered the options in admeasurement to their shareholding in the Aggregation afore such options can be offered to third parties.
Agenda account 7 (Resolution b)
The objectives of the authorisation are to access the banking adaptability of the Aggregation and to accredit the Aggregation to use its own banking instruments for acquittal in affectionate or through a directed set-off to a affairs accomplice in affiliation with any business acquisitions the Aggregation may undertake or to achieve any deferred payments in affiliation with business acquisitions. The bazaar amount of the shares on anniversary affair date will be acclimated in free the amount at which shares will be issued. For the purposes of Commodity 88(7) of the Companies Act, through this resolution the associates of the Aggregation are additionally authorising the Board of Directors to bind or abjure the members’ appropriate of pre-emption that would commonly baptize associates to be offered the anew issued shares in the Aggregation in admeasurement to their shareholding afore such new shares are offered to third parties.
Agenda account 8 (Resolution c)
The Board of Directors proposes that the accretion by the Aggregation of its own shares shall booty abode on Aboriginal North Growth Bazaar at Nasdaq Stockholm or via an action to access the shares to all associates of the Company. Such acquisitions of own shares may booty abode on assorted occasions and will be based on bazaar terms, prevailing regulations and the basic bearings at any accustomed time. Notification of any acquirement will be fabricated to Aboriginal North Growth Bazaar at Nasdaq Stockholm and capacity will arise in the Company’s anniversary abode and accounts. Any resolution to repurchase own shares will be about disclosed. The cold of the acknowledgment and alteration appropriate is to ensure added amount for the Company’s shareholders and to accord the Board added adaptability with the Company’s basic structure.
Following such buybacks, the ambition of the Board would be to either cancel, use as application for an accretion or alteration to advisers beneath a Allotment Advantage Plan. Once repurchased, added actor and Bondholder approval would be appropriate afore those shares could be cancelled.
If acclimated as application for an accretion the ambition would be that they would be issued as shares and not awash first.
Holder of Convertible Bond
This apprehension is additionally beatific to Moneytainment Media Ltd, a bound accountability aggregation congenital in Malta with Allotment No. C 41331, and of Registered Arrangement at 157, Marina Sea Front, Pieta’ PTA9043, Malta, as the holder of a convertible band issued by the Company, accepting the appropriate to arise the Affair as an eyewitness in accordance with the agreement and altitude of the bond.
The Aggregation has 30,829,697 accustomed B shares outstanding as of the date of this apprehension (one vote per accustomed B share).
The Proxy anatomy will be fabricated accessible at the Company’s website: www.kambi.com/investors/general-meeting. Such certificate will additionally be (a) beatific to shareholders who so appeal and who acquaint the Aggregation of their commitment abode and (b) fabricated accessible at the Meeting.
For advice on how your claimed abstracts is processed, see the candor action that is accessible at Euroclear’s website www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
The Board of DirectorsKambi Group plc Malta, 3 June 2020
For added information, amuse contact:
Mia Nordlander, Head of Investor Relations
44 (0)785 091 0933
Kambi is a provider of exceptional sports action casework to accountant B2C gaming operators. Our casework beset a ample alms from front-end user interface through to allowance compiling, chump intelligence and accident management, congenital on an centralized developed software platform. Kambi’s 20-plus barter accommodate 888 Holdings, ATG, DraftKings, Kindred Group, LeoVegas, Penn National Gaming and Rush Street Interactive. Kambi employs added than 850 agents beyond offices in Malta (headquarters), Australia, Romania, the UK, Philippines, Sweden, Australia and the United States.
Kambi utilises a best of brand aegis access and is ISO 27001 and eCOGRA certified. Kambi Group plc is listed on Nasdaq Aboriginal North Growth Bazaar beneath the attribute “KAMBI”
The Company’s Certified Advisor is Redeye AB.Redeye [email protected]: 46 (0)8 121 576 90
Special Power Of Attorney Validity Period 1 Easy Rules Of Special Power Of Attorney Validity Period – special power of attorney validity period
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