CURRENT REPORT 39/2020

Adoption by the Company’s Management Board of a resolution on the issue of shares as part of the target share capital increase

Legal basis: art. 56 section 1 point 2 of the Act on Public Offering – current and periodical information

Content of the report:

Management Board of Ten Square Games S.A. („Company”) informs that on 10 June 2020 it adopted a resolution on the issue of shares as part of the target share capital increase with the following content:

§ 1.

  1. The share capital of the Company is increased by the amount of 2.606,60 PLN (two thousand six hundred and sixty zloty and sixty grosz).
  2. The increase of the Company’s share capital, referred to in par. 1 above, will be performed by issuing 26 066 (twenty-six thousand sixty-six) ordinary shares to bearer, Series B, with a nominal value of 0,10 PLN (ten groszy) each (hereinafter referred to as „Shares”).
  3. The Shares will be covered with a cash contribution and the issue price per Share is PLN 0.10 (ten grosz).
  4. The shares participate in the dividend according to the following rules: The shares recorded for the first time on the securities account no later than on the dividend date, determined in a resolution of the General Meeting of the Company, shall participate in the dividend for the previous financial year immediately preceding the financial year in which the shares were recorded for the first time on the securities account. The shares recorded for the first time on the securities account after the dividend date, determined in a resolution of the General Meeting of the Company, shall participate in the dividend for the financial year in which the shares were recorded for the first time on the securities account.
  5. The shares will not have the form of a document and will be dematerialized in accordance with the provisions of the Act of 29 July 2005 on Trading in Financial Instruments (i.e. of 9 December 2019, Journal of Laws of 2020, item 89) and will be subject to the application for admission and introduction to trading on the regulated market operated by the Warsaw Stock Exchange.
  6. The shares will be taken up by way of private subscription within the meaning of Article 431 § 2(1) of the Commercial Companies Code by way of submitting offers addressed by the Company’s Management Board to the persons on the List of Participants in the Programme (as defined in the regulations of the incentive scheme (the „Scheme”) established on the basis of the Resolution on the Scheme (the „Regulations”), to which the Resolution of the Supervisory Board applies. The number of persons to whom the offer to acquire the Shares will be addressed shall not exceed 149 (in words: one hundred forty nine) persons.
  7. In the interest of the Company, the existing shareholders, with the consent of the Supervisory Board, shall be deprived of their pre-emptive rights to the Shares in full, with the proviso that the persons on the List of Participants of the Programme to which the Resolution of the Supervisory Board applies are entitled to take up the Shares. It is in the Company’s interest to deprive the existing shareholders of their pre-emptive rights to the Shares in full, as the Programme is designed to (i) ensure that the persons who are key to the Group’s development will participate in the expected growth of the Group’s value and (ii) establish a permanent bond of Programme Participants with the Group. The aim of the Programme is to create mechanisms that will encourage and motivate qualified people, crucial for the implementation of the Group’s strategy, to act in the interest of the Company and its shareholders by enabling them to acquire the Shares.
  8. The offer to take up the Shares will be submitted to individual persons included in the List of Program Participants to whom the Resolution of the Supervisory Board applies, within 14 days from the date of this Resolution.
  9. The Shares shall be taken up by submitting to the Company a declaration on taking up the Shares, upon receipt of the offer to take up the Shares, but not later than within 30 days from the date of this Resolution.

§ 2.

Detailed terms and conditions of the issue of the Shares, including detailed information on:

1) submitting declarations on taking up the Shares and specimen documents;

2) payment of the Shares;

3) issuing the Shares;

4) depositing the Shares and admission and introduction of the Shares to trading on the regulated market operated by the Warsaw Stock Exchange, including deadlines and obligations related thereto;

– have been specified in the Regulations and apply to the Shares.

§ 3.

          Due to the increase of the Company’s share capital referred to in this resolution, the existing content of § 6 of the Company’s Articles of Association shall be amended to read as follows:

„The Company’s share capital amounts to PLN 726,731.10 (seven hundred and twenty-six thousand seven hundred and thirty-one zlotys and ten groszy) and is divided into:

  1. 7.225.000 (seven million two hundred and twenty-five thousand) A series ordinary bearer shares with a nominal value of 0.10 PLN (ten grosz) each;
  2. 42 311 (forty-two thousand three hundred and eleven) ordinary bearer shares series B, with a nominal value of PLN 0.10 (ten grosz) each.”

§ 4.

 The resolution comes into force:

1) provided that the amendments to §6a of the Company’s Articles of Association adopted by Resolution No. 25 of the Ordinary General Meeting of 20 May 2020 are registered by the competent registry court;

2) with the reservation that the effect in the form of share capital increase and amendment of the Company’s Articles of Association will take place at the moment of registration of these amendments by the competent registry court.

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