24 April 2024
The Management Board of Ten Square Games S.A., headquartered in Wrocław, Poland (hereinafter “the Company”) informs that on April 24, 2024, the Supervisory Board of the Company, acting under the authorization granted by §3. point 2 of Resolution No. 4 of the Extraordinary General Meeting of Shareholders of the Company dated December 19, 2023 on the establishment of an incentive program for persons serving on the Company’s Management Board (the “Program Resolution”, of which the Company informed in current report 30/2023 dated December 19, 2023), adopted that the Program Criterion for Tranche Two (as defined in the Program Resolution) for each Board Member covered by the Program, will be the achievement by the Group of a financial ratio of Adjusted EBITDA for 2024 of 135,000,000 PLN (one hundred thirty-five million PLN).
The Supervisory Board adopted the following rules for determining the number of shares a Management Board Member will be entitled to purchase, depending on the level of achievement of the Program Criterion for the Second Tranche:
| Program Criterion – amount of Adjusted EBITDA (consolidated data, in PLN) | % of the number of shares in the pool of pre-allocated shares that a Board Member is entitled to purchase |
| 135,000,000 and more | 100% |
| 125,000,000 – 134,999,999 | 95% |
| 115,000,000 – 124,999,999 | 85% |
| 110,000,000 – 114,999,999 | 75% |
| 105,000,000 – 109,999,999 | 65% |
| Below 105,000,000 | 0 |
The Supervisory Board states that for the purposes of the aforementioned resolution, Adjusted EBITDA means the reported operating profit earned by the Ten Square Games S. A. Group for a given fiscal year plus depreciation and amortization of fixed assets and intangible assets, adjusted for:
– extraordinary and one-off events;
– the cost of execution of share-based incentive programs in accordance with the financial reporting standards binding the Company;
– the impact of non-cash adjustments to revenue (and related distributor commission expense) related to, for example, deferred revenue from virtual currency or durable virtual goods (durables);
– the impact of possible one-off write-downs of capital expenditures for the creation of mobile games.