3 July 2024
The Management Board of Ten Square Games S.A., headquartered in Wrocław (the “Company”), announces that on July 3, 2024, it received information that the District Court for Wrocław-Fabryczna in Wrocław, 6th Commercial Division of the National Court Register, registered amendments to the Company’s Articles of Association adopted by the Ordinary General Meeting of Shareholders, which was held on May 23, 2024.
The changes were registered by the Court on July 3, 2024.
As a result of the registration of the amendments to the Articles of Association, the Company’s share capital was reduced by the total nominal value of the redeemed shares, amounting to PLN 85,882.20. After the registration of the changes to the Articles of Association, the share capital of the Company is PLN 647,600, divided into 6,476,000 (in words: six million four hundred seventy-six thousand) series A ordinary bearer shares, with a nominal value of PLN 0.10 (ten groszy) each, entitling to 6,476,000 (in words: six million four hundred seventy-six thousand) votes at the General Meeting. The number of redeemed shares and the number of votes corresponding to the redeemed shares is: 858,822.
Below, the Company presents the content of the amended provisions:
“The share capital of the Company is PLN 647,600 (in words: six hundred forty-seven thousand six hundred zlotys) and is divided into 6,476,000 (in words: six million four hundred seventy-six thousand) series A ordinary bearer shares, with a nominal value of PLN 0.10 (ten groszy) each.”
14 Section 3:
“3. As long as MJP Family Foundation/MJP Fundacja Rodzinna (registration number: 687, NIP: 8971931395) is a shareholder of the Company holding shares representing:
“4. As long as AMP Family Foundation/AMP Fundacja Rodzinna (registration number: 820, NIP: 8971929642) is a shareholder of the Company holding shares representing at least 10% of the Company’s share capital – the shareholder AMP Family Foundation/AMP Fundacja Rodzinna (registration number: 820, NIP: 8971929642) shall have the personal right to appoint and dismiss 1 (one) member of the Supervisory Board.”
14 Section 5:
“5. To avoid doubt, in the event of a decrease in the shareholding of MJP Family Foundation below 20%, but above 10%, or below 30%, but above 20% of the Company’s share capital, MJP Family Foundation/MJP Fundacja Rodzinna shall only have the personal right referred to in Section 3 Point 1 or Section 3 Point 2, respectively, even if subsequently its shareholding in the Company’s share capital increases to exceed 20% or 30%, respectively.”
14 Section 9:
“9. Subject to Sections 7 and 8 above, in the event of the termination of the function of the Chairman of the Supervisory Board (including in the event of the resignation of the Chairman from the function), appointed in accordance with Section 3 Point 1, Point 2, or Point 3 above, the right to appoint a new Chairman of the Supervisory Board shall belong to the shareholder MJP Family Foundation/MJP Fundacja Rodzinna based on the rights provided for in Section 3 Point 1, Point 2, or Point 3 above. If the shareholder MJP Family Foundation/MJP Fundacja Rodzinna does not appoint a new Chairman of the Supervisory Board within 14 (fourteen) days from the date of termination of the function by the Chairman of the Supervisory Board, the personal right of MJP Family Foundation/MJP Fundacja Rodzinna to appoint the Chairman of the Supervisory Board shall expire, and the Chairman of the Supervisory Board shall be elected, at the next meeting, from among its members, by the Supervisory Board.”
The Company publishes the unified text of the Articles of Association in the attachment.