19 May 2021
Current Report No. 12 / 2021
Date of preparation: 2021-05-19
Abbreviated name of issuer: TEN SQUARE GAMES S.A.
Subject: Management Board’s proposal for distribution of the 2020 profit and payment of the dividend and buy-back of own shares, with the Supervisory Board’s assessment
Legal basis: Article 17 (1) MAR – confidential information.
Content of the report:
The Management Board of Ten Square Games S.A., based in Wrocław (hereinafter the “Company”), informs that on May 19, 2021 it adopted a resolution to submit to the Company’s General Meeting of Shareholders a proposal on the distribution of net profit earned in 2020 in the amount of PLN 150,589,521.00 (in words: one hundred and fifty million five hundred and eighty-nine thousand five hundred and twenty-one zloty and 00/100) in such a way that:
1) the amount of PLN 72,673,110.00 (in words: seventy-two million six hundred seventy-three thousand one hundred and ten zlotys and 00/100) proposed to allocate for distribution among the shareholders in the form of a dividend payment of PLN 10 (in words: ten zlotys) per share;
2) the amount of PLN 77,916,411.00 (say: seventy seven million nine hundred sixteen thousand four hundred eleven zloty) should be allocated to create a reserve capital for the purpose of redemption of own shares;
3) abandon write-downs on supplementary capital.
The Company’s Management Board submitted a motion to the General Meeting of Shareholders to set the dividend date at 5 July 2021 and the dividend payment date at 19 July 2021.
The Management Board of Ten Square Games S.A. on May 19, 2021 also passed a resolution to refer to the Company’s Annual General Meeting a motion to authorize the Board of Directors to purchase own shares in the name and on behalf of the Company and to create a reserve capital, whereby:
1)the shares will be purchased for the purpose of: (i) redemption (voluntary redemption) or (ii) exchange for shares in the course of the Company’s acquisitions or (iii) disposition by the Company’s Management Board in any other manner permitted by law, taking into account the needs arising from the Company’s business;
2)The subject matter of the purchase shall be the Company’s own shares in the number not greater than 670,000 (six hundred and seventy thousand shares);
3) The shares may be purchased within 12 months from the date of passing the resolution at the AGM on giving consent to purchase the shares;
4)the acquisition price per share shall not be lower than PLN 200 and higher than PLN 600, provided that if the share buyback takes place taking into account the relevant provisions of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (“MAR Regulation”) and Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing the MAR Regulation as regards regulatory technical standards on conditions applicable to buyback programmes and stabilisation measures (the “Standard”), in which case the price will be determined taking into account Article 5 of the MAR Regulation and the Standard;
5)a reserve capital of PLN 134,000,000 will be created for the acquisition of shares.
The motions in question were positively reviewed by the Company’s Supervisory Board on 19.05.2021.
The final decision regarding the distribution of profit for the financial year which ended on 31 December 2020 and authorizing the Management Board to acquire own shares in the name and on behalf of the Company and to create a reserve capital will be made by the Ordinary General Meeting of Shareholders of the Company.