CURRENT REPORT 49/2020 – Ten Square Games – one of the biggest mobile games development company in Poland

Reports.

Current

CURRENT REPORT 49/2020 .

27 July 2020

Registration of amendments to Ten Square Games S.A. Articles of Association

Legal Basis: Article 56 section 1 item 2 of the Act on Public Offering – current and periodical information

Content of the report:

The Management Board of Ten Square Games S.A. with its registered office in Wrocław (“Company”) informs that on July 20th, 2020 it was notified that the District Court for Wrocław-Fabryczna in Wrocław, 6th Commercial Division of the National Court Register registered the amendments to the Company’s Articles of Association adopted by the Ordinary Meeting of Shareholders held on May 20th, 2020. 

The amendments were registered by the Court on July 20th, 2020.

Amendments to the Company’s Articles of Association were adopted by the Ordinary General Meeting by:

  1. Resolution No. 25 of May 2th, 2020, on a new wording of article 6a of the Articles of Association, giving it the following wording:

6a.

  1. The Management Board of the Company is authorized to increase the share capital of the Company by the amount not higher than PLN 18,560.50 (eighteen thousand five hundred and sixty zloty and fifty grosz) through:
  1. issuing no more than 85,605 (eighty-five thousand six hundred and five) ordinary series B bearer shares with a nominal value of 0.10 (ten grosz) each,
  2. issuing no more than 100,000 (one hundred thousand) series C ordinary bearer shares with a nominal value of PLN 0.10 (ten grosz) each,

(jointly referred to as the “Shares”) for a period of 3 (three) years from the date on which the amendment to the Company’s Articles of Association made by Resolution No. 25 of the Ordinary General Meeting of May 20th 2020 was entered in the register of entrepreneurs (the “Target Capital”).

  1. The Management Board may exercise the authorisation granted to it in section 1. above to increase the share capital by making one or more subsequent increases in the share capital within the limits of the Target Capital solely for the purpose of implementing the incentive schemes for the Company’s employees and associates established by resolutions of the General Meeting (“Incentive Schemes”) and in accordance with the terms and conditions for implementing the Incentive Schemes set out in the Incentive Scheme regulations (the “Regulations”) and the Articles of Association adopted by resolutions of the General Meeting.
  2. The Management Board is authorised to fully deprive the existing shareholders, with the Supervisory Board’s consent, of their pre-emptive right to the Shares issued under each share capital increase within the limits of the Target Capital, subject to clause 5. below.
  3. The purpose of a share capital increase within the limits of the Target Capital is to grant the right to acquire Shares to persons participating in Incentive Schemes.
  4. The participants of the Incentive Schemes shall be eligible to acquire the Shares if they meet the conditions and criteria set forth in the Regulations and within the time limits specified therein.
  5. The Management Board shall have the right to award the Shares only in exchange for cash contributions at a unit issue price of PLN 0.10 (ten grosz).
  6. The Shares shall participate in the dividend according to the following rules: Shares recorded for the first time on a securities account no later than on the dividend date determined in a resolution of the General Meeting of the Company shall participate in 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, established 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.
  7. Due to the fact that the admission and introduction to trading on the regulated market of the Shares taken up as part of the implementation of the Incentive Schemes is regulated separately in the Regulations, the application of article 7(6) of the Company’s Articles of Association is excluded with respect to these Shares.”
  1. Resolution No. 27 of May 20th, 2020, which: 
  1. repealed article 7(5) and 14(23) of the Articles of Association;
  2. amended: article 12(5)(11) of the Articles of Association, which from now on reads as follows:

11) adopting the remuneration policy for members of the management and supervisory boards,”

  1. amended article 12(14) of the Articles of Association, which from now on reads as follows:

14. Resolutions of the General Meeting are adopted by an absolute majority of votes, unless other provisions of the Articles of Association or the Commercial Companies Code state otherwise.”

  1. amended article 14(29) of the Articles of Association, which from now on reads as follows:

29. The responsibilities of the Supervisory Board include matters specified in the Commercial Companies Code and other generally applicable laws, including in particular:

      1. evaluation of the Company’s financial statements for the previous financial year and the Management Board’s report on the Company’s operations, as well as the Management Board’s motions concerning the distribution of profit or coverage of loss, and submission of an annual written report on the results of this evaluation to the General Meeting,
      2. representing the Company in agreements with members of the Management Board and in disputes with the Management Board or its members, 
      3. preparing an annual report on remuneration referred to in the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies,
      4. giving consent for the Company to conclude a significant transaction with a related entity referred to in the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies.”
  1. After article 29(14) article 29(a) was added, reading as follows:

29a. The competences of the Supervisory Board, apart from the matters provided for in the applicable provisions of law, and in other places in the Articles of Association, include: 

  1. appointment or change of the entity authorized to audit the Company’s financial statements,
  2. determining the rules of employing and remunerating members of the Management Board within the scope of authorization granted by the General Meeting,
  3. adopting the Regulations of the Management Board, 
  4. adopting the Regulations of the Supervisory Board,
  5. appointing and dismissing members of the Management Board (including the President and Vice Presidents and members of the Management Board), 
  6. considering and giving opinions on issues to be the subject of resolutions of the General Meeting,
  7. giving consent for the Company to incur liabilities exceeding PLN 10 million net (excluding the Company’s liabilities related to game marketing activities). The amount of PLN 10 million net is calculated for a single transaction, and with regard to transactions made on the basis of the same agreement or agreements concluded with the same entity the value of liabilities for a period of 48 months is calculated;
  8. giving consent to the merger or division of the Company; 
  9. granting consent to take up or purchase shares in other companies, or make other investments in other companies;
  10. giving consent to the conclusion of a credit agreement or a loan agreement, if the Company is a borrower or a party taking a loan;
  11. granting consent to the acquisition or disposal of real estate, perpetual usufruct or share in real estate by the Company;
  12. sale or purchase of significant assets of the Company, where the (market) value of the transaction exceeds PLN 3 million net. The net amount of PLN 3 million is calculated for a one-off transaction, and with regard to transactions made on the basis of the same agreement or agreements concluded with the same entity the value of assets for 48 months is calculated;
  13. concluding an agreement for the sale of gaming rights or an agreement for the use of gaming rights regardless of the transaction value;
  14. giving consent to the granting of sureties, guarantees, incurring liabilities under a bill of exchange or liabilities secured by a bill of exchange, establishing pledges;
  15. granting consent for Members of the Management Board to perform their functions on the management boards/supervisory boards of other companies, with the exception of companies for which the Company is the parent company within the meaning of the Accounting Act of 29 September 1994;
  16. expressing consent for the Company to enter into an agreement or make a transaction with a shareholder holding more than 5% of the Company’s shares, the value of which exceeds PLN 500,000.00 net once or during a given financial year;
  17. creation of new companies, as well as the sale of shares in companies for which the Company is the parent company within the meaning of the Accounting Act of 29 September 1994;
  18. establishment/liquidation of a foundation, as well as sponsorship or charity activities whose value exceeds the amount of PLN 500,000.00 net at one time or during a given financial year.”

Attached hereto, the Management Board of the Company publishes the uniform text of the Articles of Association.

Articles of Association