21 August 2023
The Management Board of Ten Square Games S.A. with its registered office in Wrocław (the “Company”) announces that it has learned that the District Court for Wrocław-Fabryczna in Wrocław, 6th Commercial Division of the National Court Register, on August 18, 2023, registered amendments to the Company’s Articles of Association adopted by the Ordinary General Meeting of the Company by resolution No. 22 of June 14, 2023 on amending the Company’s Articles of Association.
Content of the amended provisions:
“The Supervisory Board consists of 5 (five) to 7 (seven) members, including the Chairman and ViceChairman.”
“The joint term of office of the members of the Supervisory Board is 3 (three) years. Terms are calculated in full financial years. Each member of the Supervisory Board may be re-elected to this office. Mandate of a member of the Supervisory Board expires at the latest on the date of the General Meeting approving the financial statements for the last full financial year to act as a member of the Supervisory Board.”
“The Supervisory Board elects a Vice-Chairman from among its members who chairs meetings of the Supervisory Board and manages its work in case of absence (or lack of) the Chairman. If for any reason participation the Chairman or Vice-Chairman in the activities of the Supervisory Board is not possible, the powers (respectively of the Chairman or Vice-Chairman) is performed by an authorized (by the Chairman or Vice-Chairman) Member of the Supervisory Board.”
“Meetings of the Supervisory Board are convened by the Chairman, and in the case of his absence (or lack), Vice-Chairman. Meetings of the Supervisory Board are held as needed, but not less frequently than once in each quarter of the financial year.”
“The Chairman (or the Vice-Chairman, in the absence or absence of the Chairman) convenes a meeting of the Supervisory Board on its own initiative or at the request of the Management Board or a member of the Supervisory Board. The motion to convene the meeting, referred to in the preceding sentence, should be submitted in writing or in electronic or documentary form, specifying the proposed agenda for the meeting. The chairman convenes the meeting with the agenda in accordance with the request, which takes place no later than within two weeks from the date of receipt of the request. If the Chairman does not convene meetings of the Supervisory Board despite the request referred to above, the applicant may convene them himself . The chairman of the meeting is the Chairman of the Supervisory Board, and in his absence Vice-Chairman or other member of the Supervisory Board.”
„Meetings are convened by invitations, which indicate, inter alia, date the time and place of the meeting and the proposed agenda, and the use of means of communication during the meeting. The Chairman of he Supervisory Board or the person requesting the meeting sends the invistation to the other Members of the Supervisory Board via e-mail, and in the absence of such a possibility, via by mail, courier or in person in writing. The invitation should be delivered to the Members of the Supervisory Board at least three days before the date of the meeting, however, the later delivery of the invitation does not affect the validity of the meeting, if the Member of the Supervisory Board who received it invitation later (or not received at all) attends the meeting in the date specified in the invitation. Sending an invitation is not necessary, if on the date of the next meeting of the Supervisory Board, Members of the Supervisory Board were informed directly at the previous meeting, at which all members of the Supervisory Board were present.”
“The Supervisory Board may hold a meeting and adopt resolutions also without formal convocation, if all members agree and do not raise objections to bringing individual matters to the agenda of the meeting. It is possible to participate in the meeting of the Supervisory Board using means of direct remote communication (by phone or in a different way that ensures the possibility of communicating with each other simultaneously to all members of the Supervisory Board).”
“The Supervisory Board may adopt resolutions with the use of remote means of communication (by phone or otherwise) which allow Supervisory Board Members to communicate with each other at the same time.”
“In the event of a conflict of interests between the Company and a Member of the Supervisory Board , his spouse, relatives and relatives by blood to the second degree and persons with whom he is personally related, a member of the Supervisory Board should disclose a conflict of interest and refrain from participating in resolving such a conflict matters and may demand that this be noted in the minutes.”
“assessment of the Company’s financial statements for the previous financial year and the Management Board’s report on the Company’s activities, as well as the Management Board’s motions concerning the distribution of profit or coverage of loss, as well as preparation and submitting an annual written report to the General Meeting for the previous financial year (report of the supervisory board),”
“The Supervisory Board has the right to adopt a resolution to review a matter concerning the Company’s activities or its assets by the chosen advisor (Adviser to the Supervisory Board) at Company’s cost. Advisor to the Supervisory Board may also be selected to prepare specific analyzes and opinions. In the agreement between the Company and the Advisor to the Supervisory Board, the Company is represented by the Supervisory Board. By adopting the resolution referred to in Art. 382 (1) § 1 of the Code of Commercial Companies, the Supervisory Board determines the scope of the examination/review and analysis or opinions and the rules of cooperation with the Advisor to the Supervisory Board, in particular remuneration of the Advisor to the Supervisory Board. General Meeting of Shareholders is authorized to determine the maximum total cost of remuneration of all Advisors to the Supervisory Board, which the Company may incur during the year.
“The Management Board of the Company consists of 1 (one) to 6 (six) members. The Management Board includes the President of the Management Board and/or Vice-Presidents of the Management Board and/or members of the Management Board appointed and dismissed by the Supervisory Board.”
“The joint term of office of the Management Board members is 3 (three) years. The term is calculated in full financial years. Each member of the Management Board may be elected for the next term.”
“The Management Board is considered capable of adopting resolutions if: each member of the Management Board has been notified of the upcoming meeting and at least half of the total number of board members are present at the meeting.”
„Posiedzenia Zarządu odbywają się w miejscu wskazanym przez zwołującego posiedzenie. W posiedzeniu można uczestniczyć również przy wykorzystaniu środków bezpośredniego porozumiewania się na odległość. Prawo zwołania posiedzenia przysługuje każdemu z członków Zarządu. Każdy z członków Zarządu musi otrzymać pisemne (doręczone osobiście, przesyłką kurierską lub listem poleconym) lub przesłane za pośrednictwem środków porozumiewania się na odległość (poczta e-mail, komunikatory internetowe) powiadomienie o mającym się odbyć posiedzeniu, co najmniej na 3 (trzy) dni przed terminem posiedzenia. W nagłych przypadkach Prezes Zarządu może zarządzić inny sposób i krótszy termin zawiadomienia członków Zarządu o dacie posiedzenia lub zarządzić odbycie posiedzenia poza siedzibą Spółki.”
“The Meetings of the Management Board are held at the place indicated by the person convening the meeting. The management board members may also participate in the meeting using means of direct remote communication. Each member of the Mangaement Board has the right to convene the meeting. Each member of the Management Board must be provided in writing (delivered personally, by courier or by registered mail) or sent by remote means of communication (e-mail, instant messaging) with the notification about meeting to be held, at least 3 (three) days before the date of the meeting. In urgent cases, the President of the Management Board may order another way and shorter deadline for notifying members of the Management Board of the date of the meeting or order a meeting outside the registered office of the Company.”
“The Management Board may adopt resolutions in writing or by means of direct remote communication. Members of the Management Board may adopt resolutions in writing through another member of the management board as an intermediary. Resolutions of the Management Board can be taken if all members of the Management Board have been properly informed about the date, mode and content of the resolutions to be voted during the meeting.”
„17.The Management Board is obliged to provide the Supervisory Board, at its request, with information about:
1) resolutions of the Management Board and their subject;
2) the Company’s situation, including its assets, as well as materials oabout circumstances related to the conduct of the Company’s affairs, in particular in operational, investment and HR area;
3) progress in the implementation of the designated directions of business development of the Company, however, it should indicate any deviations from the earlier ones designated directions, while providing justification for deviations;
4) transactions and other events or circumstances that are material and affect or may affect the financial situation of the Company, including its profitability or liquidity;
5) changes to the information previously provided to the Supervisory Board, if any of these changes significantly affect or may affect the Company’s situation.
18. Implementation of the obligations referred to in § 15 sec. 17 points 1-5, includes information held by the management board regarding subsidiaries and companies related within the meaning of the Code of Commercial Companies.
1) § 15 sec. 17 items 1-3 of the Articles of Association, should be submitted by the Management Board to meetings of the Supervisory Board (in electronic, written form or verbally, as requested by the Supervisory Board) if the Supervisory Board will inform the Mangaement Board about the meeting not later than 3 days before meeting and will indicate the scope and the form of information that the Management Board is obliged to present at the meeting;
2) § 15 sec. 17 items 4-5 of the Articles of Association, should be submitted by the Management Board in in electronic form or in document form, provided that the Supervisory Board will request the Management Board to provide this information. The request of the Supervisory Board should specify the scope of the requested information and the deadline for its provision, not shorter than 7 days.
The unfied text of Articles of Association is presented in the attachement.