12 July 2021
The Management Board of Ten Square Games S.A. (“the Company”) informs that on July 12, 2021, it adopted a resolution on the issuance of shares as part of the authorized share capital increase with the following content:
The Company’s share capital shall be increased by PLN 3,447.20 (in words: three thousand four hundred forty-seven and twenty groszy).
(2) The increase of the Company’s share capital referred to in section 1 above shall be effected through the issuance of 34,472 (in words: thirty-four thousand four hundred and seventy-two) ordinary series B bearer shares with a par value of PLN 0.10 (in words: ten groszy) each, hereinafter referred to as the “Shares”.
The Shares shall be paid for in cash and the issue price per Share shall be PLN 0.10 (in words: ten groszy).
The Shares shall carry the right to dividend as follows: Shares first recorded in a securities account no later than on the dividend date established by a resolution of the Company’s General Meeting shall participate in dividends for the previous financial year immediately preceding the financial year in which such Shares were first recorded in a securities account. Shares first registered 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 first registered on the securities account. 5.
The Shares shall be in a non-documentary form and shall be dematerialized in accordance with the provisions of the Act on Trading in Financial Instruments of July 29, 2005 _i.e., January 22, 2021. U. of 2021, item 328_ and will be subject to application for admission and introduction to trading on the regulated market operated by the Warsaw Stock Exchange. 6.
6 The Shares shall be acquired by way of private subscription within the meaning of Article 431 § 2 item 1_ of the Commercial Companies Code by way of offers addressed by the Company’s Management Board to persons included in the List of Scheme Participants _as defined in the Rules of the Incentive Scheme _”Scheme”_ established pursuant to the Scheme Resolution _”Rules”_ and to whom the Supervisory Board Resolution applies_. The number of persons to whom the offer to acquire Shares will be addressed shall not exceed 149 _in words: one hundred and forty-nine_ persons. 7.
In the Company’s interest, with the Supervisory Board’s consent, existing shareholders shall be entirely deprived of their pre-emptive rights to the Shares, with the proviso that only the persons included in the List of Programme Participants, to which the Supervisory Board’s Resolution pertains, shall be eligible to acquire the Shares. It is in the Company’s best interest to waive all existing shareholders’ pre-emptive rights to acquire the Shares, as the objective of the Program is to _i_ ensure that persons of key importance for the Group’s development will participate in the expected growth in the Group’s value, and _ii_ to bind the Program Participants permanently with the Group. The purpose of the Program is to create mechanisms which will encourage and motivate qualified individuals who are key to the implementation of the Group’s strategy to act in the interest of the Company and its shareholders by enabling them to acquire Shares. 8.
8) An offer to acquire the Shares will be made to the persons included in the List of Programme Participants covered by the Resolution of the Supervisory Board within 14 days of the adoption of this Resolution.
9. taking up Shares takes place by submitting to the Company a statement on taking up Shares, after receipt of the offer to take up Shares, but not later than within 30 days from the date of passing this Resolution.
Detailed terms and conditions of the issue of the Shares, including details on:
1_ submission of statements on taking up Shares and specimen documents;
2_ paying for the Shares;
3_ issuance of the Shares;
4_ depositing the Shares and the admission and introduction of the Shares to trading on the regulated market of the Warsaw Stock Exchange, including the deadlines and obligations related thereto;
– are set forth in the Rules and apply to the Shares.
In view of the increase of the Company’s share capital referred to in this resolution, the existing wording of § 6 of the Company’s Articles of Association shall be amended to read as follows:
“The Company’s share capital shall amount to PLN 730,178.30 _in words: seven hundred and thirty thousand one hundred and seventy-eight zlotys and thirty groszy_ and shall be divided into:
1_ 7,225,000 _seven million two hundred and twenty-five thousand_ series A ordinary bearer shares with a nominal value of PLN 0.10 _ten groszy_ each;
2_ 76,783 _seventy-six thousand seven hundred and eighty-three_ ordinary series B bearer shares with a par value of PLN 0.10 _in words: ten groszy_ each.”
The Resolution shall come into force upon its adoption, with the proviso that the increase of the share capital and the amendment to the Company’s Articles of Association shall take effect upon registration of the said amendments by the appropriate registry court.