21 April 2021
REPORT NO. 10/2021
Article 17 (1) MAR – confidential information
Subject: Determination by the Supervisory Board of the Company of the amount of the Recurring EBITDA for the incentive program of Ten Square Games S.A. for the years 2021 -2022
Content of the report:
The Management Board of Ten Square Games S.A., based in Wrocław (the “Company”), informs that on April 21, 2021 the Supervisory Board of the Company, acting on the basis of authorization contained in Resolution No. 25 of the Ordinary General Meeting of Shareholders of the Company dated May 20, 2020 on the establishment in the Company of an incentive program for the years 2021-2022, amending the authorization of the Management Board of the Company to increase the share capital within the authorized capital with the authorization of the Management Board to exclude in full the pre-emptive rights of existing shareholders in connection with the issuance of ordinary bearer shares series C within the authorized capital, and on amendment to the Articles of Association of the Company (“Resolution on the Program”), to undertake all actions specified in the Rules of the Incentive Scheme (“Scheme”) established pursuant to the Scheme Resolution (“Rules”) adopted a resolution on determining the amount of the Recurring EBITDA (as defined in the Rules) for the Scheme.
The Regulations define Recurring EBITDA as the Company’s reported operating profit in the consolidated financial statements for a given fiscal year plus depreciation and amortization of fixed assets and intangible assets, adjusted for extraordinary and non-recurring events and costs of conducting the Program in accordance with financial reporting standards applicable to the Company.
In accordance with the resolution of the Supervisory Board, the amount of the Recurring EBITDA was determined as:
– PLN 248,804,235 for the financial year 2021;
– PLN 251,330,811 for the financial year 2022.
In order to remove any possible doubts, the Company’s Supervisory Board assumed that the Recurring EBITDA will be adjusted, in accordance with the Program Regulations, by costs of share-based incentive programs as well as extraordinary and non-recurring events, including in particular the impact of non-cash revenue adjustments (and the related distributor commission expense), the impact of possible one-off write-downs on capital expenditures for the development of mobile games and the effect of possible changes to the tax and social security systems.