Kambi : EGM Proxy form 2022 – editable version

KAMBI GROUP PLC

Form of Proxy for use at Extraordinary General Meeting

Please Insert Shareholder Name and Address:

Title / Name / Surname:

Address 1:

Address 2:

Address 3:

Country:

Postcode:

I/we (block capitals) ………………………………………………………………. a shareholder of Kambi Group plc,

hereby appoint (check the appropriate box as necessary):

1. The Chair of the Meeting

OR

2. Name: …………………………….…………………………..............

ID/Passport No:………………………………..................................

Address:……………………………………………………...............

as my/our proxy to attend and vote for ____________ shares* in the Company on my/our behalf at

the Extraordinary General Meeting of the Company to be held at 11.00 CEST at the premises Kambi, Hälsingegatan 38, 113 43 Stockholm on Thursday 30 June 2022 and at any adjournment thereof.

My/Our Proxy is authorized to vote (check the appropriate box as necessary):

as he/she wishes;

OR

as indicated on the "Voting Instructions" overleaf (in which case please refer to, complete and submit the separate 'Voting Instructions' sheet)

Unless I/we indicate on this Form of Proxy my/our voting preferences overleaf, my/our Proxy is authorized to vote as he/she thinks fit.

* Please insert number of shares covered by this proxy.

Shareholder Signature: ________________________

Personal identification number/passport number/company registration number of shareholder:

__________

Tel/Mob: ___________________

E-mail address: ___________________________________

Voting Instructions

Please indicate with an X in the relevant boxes for each resolution below how you wish your votes to be cast. The 'vote withheld' option below is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'vote withheld' is not considered to be a vote and will not be counted in the calculation of the proportion of the votes 'for' and 'against' a resolution. If you fail to give proper instructions as to how the proxy shall vote on one or all of the resolutions below, your proxy shall exercise his/her discretion as to how to vote or whether to abstain from voting in respect of the relevant resolution/s.

	For	Against	Vote	At
			Withheld	Discretion
THAT the Directors be and are hereby duly authorised and
Resolu ion a
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.
WHEREAS (i) at a meeting of the Board of Directors of the
Resolution b
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.

Proxy Completion & Submission Instructions

1. 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 Company's Articles of Association (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.
2. In the case of joint holders, the signature of any one holder will be sufficient, but the names of all the joint holders should be stated.
3. A shareholder may appoint a proxy of his own choice. If a Proxy other than the Chair is preferred, please check the relevant box above and insert the details of the Proxy so chosen.
4. Shareholders must clearly indicate whether the proxy is to vote in their discretion or in accordance with the voting instructions sheet above. Your proxy shall vote as you have directed in respect of the above resolutions or on any other resolution that is properly put to the meeting. If this form is returned 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).
5. 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 approved acceptable to by the Board of Directors must be submitted to the Company, failing which the appointment of the proxy may be treated as invalid.
6. 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 [e-mail] (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. Electronically signed documents will be accepted.