CURRENT REPORT 8/2020

Notification from the shareholders regarding the completion of the accelerated book-building process and the outcome of such process.

Legal basis: Article 17(1) of the MAR – Inside information.

Content of the report:

Not for release, publication, or distribution, directly or indirectly, in or into the United States of America, Australia, Canada, or Japan or in any other jurisdiction where to do so would be restricted or prohibited by law.

The Management Board of Ten Square Games S.A. (the “Company”) announces that on 29 January 2020, it was notified by the Company’s shareholders, Maciej Popowicz and Arkadiusz Pernal (the “Shareholders”) (the “Notification”), that on 29 January 2020, the accelerated book-building process directed at certain selected investors meeting specified criteria (the „ABB„) the purpose of which was the sale by the Shareholders of no more than 963,574 dematerialised ordinary bearer shares in the Company constituting no more than 13.31% of the shares in the Company’s share capital and representing no more than 13.31% of the total number of votes in the Company (the „Sale Shares„) has been completed.

Pursuant to the Notification, as a result of the ABB:

  1. the sale price of one Sale Share was set at PLN 230; and
  2. the final number of the Sale Shares was set at 963,574, which constitutes 13.31% of the shares in the share capital of the Company and 13.31% of the total number of votes in the Company, out of which
  1. Maciej Popowicz will sell 651,712 Sale Shares, representing 9.00% of the shares in the Company’s share capital and in the total number of votes in the Company, and
  2. Arkadiusz Pernal will sell 311,862 Sale Shares, representing no more than 4.31% of the shares in the Company’s share capital and in the total number of votes in the Company.

Following the settlement of the sale transactions within the ABB, Maciej Popowicz will hold [2,200,788] Company’s shares, representing 30.39% of the shares in the Company’s share capital and in the total number of votes in the Company, and Arkadiusz Pernal will hold 1,053,138 Company’s shares, representing 14.54% of the shares in the Company’s share capital and in the total number of votes in the Company.

WOOD & Company Financial Services, a.s. is acting as the Sole Global Coordinator in relation to the ABB.

This material does not constitute an advertisement within the meaning of Article 22 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.

Neither this material nor any part hereof is intended for distribution, whether directly or indirectly, within the territory of or in the United States of America or other jurisdictions where such distribution, publication, or use may be subject to restrictions or may be prohibited by law. The securities referred to in this material have not been and will not be registered under the U.S. Securities Act, and may only be offered or sold within the United States under an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

This material does not contain or constitute or form part of any offer or invitation, or any solicitation or recommendation of an offer, for securities, and under no circumstances shall form the basis of a decision whether or not to invest in the securities of the Company.

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