Reports.

Current

Current report no. 3/2025 .

24 March 2025

The Management Board of Ten Square Games S.A., with its registered office in Wrocław (hereinafter the “Company”), hereby announces that on March 24, 2025, the Company’s Supervisory Board, acting under the authorization granted in §3(2) of Resolution No. 4 of the Extraordinary General Meeting of Shareholders of the Company dated December 19, 2023, regarding the establishment of an incentive program for the Company’s Management Board Members (“Incentive Program Resolution,” as announced by the Company in Current Report No. 30/2023 dated December 19, 2023), adopted a resolution stating that the Program Criterion for the Third Tranche (as defined in the Incentive Program Resolution) for each Management Board Member participating in the Program will be the achievement by the Group of an Adjusted EBITDA financial ratio for the year 2025 in the amount of PLN 122,500,000 (one hundred twenty-two million five hundred thousand Polish zlotys).

The Supervisory Board also adopted the following rules for determining the number of shares to which a Management Board Member will be entitled to acquire, depending on the level of achievement of the Program Criterion for the Third Tranche:

 

Program Criterion – Adjusted EBITDA amount (consolidated data, in PLN)% of the number of shares from the pool of preliminarily allocated shares to which the Management Board Member is entitled
122.500.000 & more100%
113.000.000 – 122.499.99995%
104.000.000 – 112.999.99985%
99.000.000 – 103.999.99975%
95.000.000 – 98.999.99965%
Less than 95.000.0000

The Supervisory Board resolved that, for the purposes of the above-mentioned resolution, Adjusted EBITDA shall mean the operating profit reported in the consolidated financial statements of the Ten Square Games S.A. Capital Group for the given financial year, increased by depreciation of fixed assets and intangible assets, and adjusted for:

  • extraordinary and one-off events;
  • costs of implementing share-based incentive programs, in accordance with the financial reporting standards applicable to the Company;
  • the impact of non-cash revenue adjustments (and the related distributor commission costs), such as deferred revenue from virtual currency or durable virtual goods;
  • the impact of any one-off impairment charges related to capitalized expenditures for the development of mobile games.