30 March 2026
Legal basis: Article 17(1) of MAR
The Management Board of Ten Square Games S.A. with its registered office in Wrocław (the “Company”), with reference to the information disclosed in current report no. 3/2026 dated 23 March 2026, hereby announces that on 30 March 2026 the Company’s Supervisory Board adopted a resolution regarding its assessment of the Management Board’s motion on the allocation of the Company’s profit for the 2025 financial year and the payment of dividend, as well as the submission of its recommendation to the Annual General Meeting of Shareholders.
Following its review of the Company’s Financial Statements for 2025 and having considered the Management Board’s motion presented to the Supervisory Board regarding the allocation of profit for 2025 and the payment of dividend, the Supervisory Board analysed the motion from both a formal and substantive perspective. In the opinion of the Supervisory Board, the Management Board’s motion satisfies the formal requirements, i.e. it is consistent with the regulations applicable in this respect. As regards its substantive content, the motion justifies the opinion that the proposal contained therein is in line with the interests of the Company and its shareholders.
The Supervisory Board’s report on the examination and assessment of the Management Board’s motion regarding the allocation of profit for 2025 constitutes an appendix to this report.
Accordingly, the Company’s Supervisory Board recommends that the Annual General Meeting of Shareholders resolve that the net profit generated in 2025 in the amount of PLN 83,635,797 (say: eighty-three million six hundred and thirty-five thousand seven hundred and ninety-seven zloty) be allocated as follows:
a) the amount of PLN 63,745,650 (say: sixty-three million seven hundred and forty-five thousand six hundred and fifty zloty) be allocated for distribution to the shareholders in the form of a dividend payment of PLN 10.00 (say: ten zloty and zero groszy) per share (excluding the Company’s own shares held by the Company on the dividend record date);
b) the amount of PLN 19,890,147 (say: nineteen million eight hundred and ninety thousand one hundred and forty-seven zloty) be transferred to the Company’s supplementary capital.
In accordance with the Management Board’s motion and its best estimate, the proposed dividend amount, taking into account Company’s own shares that will be distributed under the settlement of the incentive programmes by the dividend record date, translates into a dividend of PLN 10.00 per share. This is based on the assumption that the number of shares entitled to receive the dividend will amount to 6,374,565 (say: six million three hundred and seventy-four thousand five hundred and sixty-five) shares, out of the Company’s total number of shares of 6,476,000, i.e. excluding the Company’s treasury shares held by the Company on the dividend record date.
The Company’s Supervisory Board recommends that the dividend record date be set for 15 May 2026 and the dividend payment date for 22 May 2026, which is in accordance with the requirements of generally applicable law.
The final decision regarding the allocation of profit for the financial year ended 31 December 2025 will be made by the Company’s Annual General Meeting.
Report on the examination and assessment of the Management Board’s motion regarding the allocation of profit for 2025
The Supervisory Board has reviewed the Management Board’s motion and recommendation regarding the allocation of the profit generated by the Company in 2025. The Company’s standalone financial statements for 2025 showed a net profit of PLN 83,635,797 (say: eighty-three million six hundred and thirty-five thousand seven hundred and ninety-seven zloty), which the Management Board proposed to allocate as follows:
a) to allocate the amount of PLN 63,745,650 (say: sixty-three million seven hundred and forty-five thousand six hundred and fifty zloty) for distribution to the shareholders in the form of a dividend payment of PLN 10.00 (say: ten zloty and zero groszy) per share (excluding the Company’s own shares held by the Company on the dividend record date);
b) to transfer the amount of PLN 19,890,147 (say: nineteen million eight hundred and ninety thousand one hundred and forty-seven zloty) to the Company’s supplementary capital.
In accordance with the Management Board’s motion and its best estimate, the proposed dividend amount, taking into account Company’s own shares that will be distributed under the settlement of the incentive programmes by the dividend record date, translates into a dividend of PLN 10.00 per share. This is based on the assumption that the number of shares entitled to receive the dividend will amount to 6,374,565 (say: six million three hundred and seventy-four thousand five hundred and sixty-five) shares, out of the Company’s total number of shares of 6,476,000, i.e. excluding the Company’s own shares held by the Company on the dividend record date.
The Management Board proposed that the dividend record date be set for 15 May 2026 and the dividend payment date for 22 May 2026, indicating that this is in accordance with the requirements of generally applicable law.
In the justification for its motion, the Management Board stated that, in line with the profit distribution policy adopted by the Company, the Company distributes up to 75% of consolidated net profit in the form of a dividend (or allocates such funds to a share buyback), while the dividend amount proposed by the Management Board for 2025 represents approximately 83% of consolidated net profit. The proposed profit allocation reflects the Company’s stable financial position, including the high level of cash flows generated, which ensure its ability to finance both its ongoing operating activities and the further development of its game portfolio. In the Management Board’s opinion, the current level of liquidity and the absence of significant investment constraints justify a dividend payment exceeding the standard assumptions of the profit distribution policy, while at the same time ensuring that the Group retains room for further growth.
The Supervisory Board analysed the Management Board’s motion from both a formal and substantive perspective. In the opinion of the Supervisory Board, the Management Board’s motion satisfies the formal requirements, i.e. it is consistent with the regulations applicable in this respect. As regards its substantive content, the motion justifies the opinion that the proposal contained therein is in line with the interests of the Company and its shareholders.
In light of the above, the Supervisory Board positively assesses the Management Board’s motion and recommendation regarding the allocation of the profit generated by the Company in 2025 and requests that the Company’s Annual General Meeting adopt an appropriate resolution reflecting the content of the Management Board’s motion regarding the allocation of the Company’s net profit for the 2025 financial year.