Corporate Governance

Kambi is committed to maintaining high standards of corporate governance, transparency and accountability. As a company listed on Nasdaq First North Growth Market, we follow established governance principles and engage with shareholders to build long-term trust and value.

General meetings

EGM 2026 June

Notice of Kambi Group plc Extraordinary General Meeting 2026

In terms of articles 46 and 47 of the Articles of Association of the Company (also referred to herein as the “Articles” / the “Articles of Association”)

NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING (the “Meeting”) of
Kambi Group plc, company number C 49768 (the “Company”), will be held on Thursday 18 June 2026 at 10.00 CEST at Kambi, Hälsingegatan 38, 113 43, Stockholm, Sweden, to consider the following Agenda. The registration of shareholders starts at 09.30 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 that may be cast), shareholders must be entered on the Company’s register of members maintained by Euroclear Sweden AB by Thursday 28 May 2026.
  • 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 28 May 2026. 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 28 May 2026 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) 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 identification number/company registration number (or similar), 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 its 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) and comply with article 132 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 and comply with article 132 of the Articles.
  • Proxy forms must clearly indicate whether the proxy is to vote in his/her discretion or in accordance with the voting instructions sheet attached to the proxy form. If the proxy form is returned to the Company with the voting instructions completed, the proxy shall vote as the shareholder has 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 his/her 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’s authority to sign 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 of the Company (the “Board” / 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 28 May 2026 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 applicable supporting documents, if any) as soon as possible.
  • Proxy forms are available on the Company’s website www.kambi.com 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 Mattias.Frithiof@kambi.com not less than 48 hours before the time appointed for the Meeting in order to be treated as valid.

Agenda

  1. Opening of the Meeting
  2. Election of Chairperson 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 of the Meeting

Special Business (Extraordinary Resolutions)
7. In accordance with articles 85(1) and 88(7) of the Companies Act (Chapter 386 of the Laws of Malta, the “Companies Act”), and article 2 of the Articles of Association, to authorise and empower the Directors, 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 2,770,994 Ordinary shares in the Company of a nominal value of €0.003 each (corresponding to a dilution of approximately 10% of total shares as at the date of the notice to the 2026 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 with the issue of the said shares. This resolution is being taken in terms and for the purposes of the approvals required by the Companies Act and the Articles of Association. (Resolution A)

8. WHEREAS at a meeting of the Board of Directors held on 18 March 2026, the Directors resolved to obtain authority to buy back Ordinary shares in the Company having a nominal value of €0.003 each; and

WHEREAS pursuant to article 4 of the Articles of Association and article 106(1) (b) of the Companies Act, the Company may acquire any of its own shares otherwise than by subscription, provided inter alia that authorisation is given by an extraordinary resolution determining the terms and conditions of such acquisitions, 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 Board proposes that the shareholders adopt the following extraordinary resolution:

(i) To authorise the Company to make purchases of Ordinary 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 2,770,994, which is equivalent to approximately 10% of the Company’s total issued shares as of the date of the notice to the 2026 Annual General Meeting, provided that the number of shares that the Company may hold in treasury does not at any time exceed 10% of the total issued shares in the Company;
(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 i) be issued and allotted under Resolution A and ii) bought back under this Resolution B shall not exceed 2,770,994; and
(e) the authority conferred by this resolution shall expire on the date of the 2027 Annual General Meeting and in no case shall exceed the period of 18 months, but not so as to compromise the completion of a purchase contracted before such date.

(ii) To empower the Board of Directors to cancel, at any time, any such shares acquired pursuant to this resolution and all other shares previously acquired by the Company, as they deem fit. (Resolution B)

9. Without prejudice to Resolution B:

(i) To authorise the Company, for the purposes of article 38 of the Articles of Association, to purchase Ordinary shares of a nominal value of €0.003 each in the Company from any Disposal Shareholder/s (as such term is defined in article 38 of the Articles) and subject to the terms, conditions and procedures laid down in the said article 38, and this in addition to the shares that may be acquired by the Company in terms of Resolution B subject always to the requirements of the Companies Act; and

(ii) To empower the Board of Directors to take any action as may be required pursuant to article 38 of the Articles of Association, including, if the Board of Directors deems fit, to cancel the same as required or permitted in terms of applicable law. (Resolution C)

10. Closing of the Extraordinary General Meeting

Information about proposals related to specific Agenda items

Agenda item 7
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 shareholders of the Company are also authorising the Board to restrict or withdraw the 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
The Board 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 the shares, use them as consideration for an acquisition or transfer them to employees under company incentive plans.

If used as consideration for an acquisition, the intention would be that they would be issued as shares and not sold first.

Other

The Company has 27,709,944 Ordinary shares in issue as of the date of this notice (one vote per Ordinary share).

The Proxy form will be made available at the Company’s website: www.kambi.com/investors/general-meeting.

For information on how personal data is processed, see the integrity policy that is available at Euroclear’s website www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

By order of the Board
Kambi Group plc
Malta, May 2026

 

Kambi Group plc EGM Notice June 2026

Kambi Group plc EGM Proxy form June 2026

Kambi Investment Strategy

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