Current Report no. 31/22 – Ten Square Games – one of the biggest mobile games development companies in Poland

Reports.

Current

Current Report no. 31/22 .

13 June 2022

 

The Ten Square Games S.A. (“Company”)  Management Board hereby informs that on June 13th, 2022,  it adopted a resolution concerning the issuing of shares with the goal of increasing share capital. The resolution reads as follows:

§ 1

  1. The Company’s share capital is increased by an amount no greater than 3,400.90 PLN (in words: three thousand four hundred zlotys and ten groszy).
  2. The increase of the Company’s Share Capital established in point 1 above shall be made by the emission of no more than 34,009 (in words: thirty-four thousand and nine) normal series C bearer shares, with a nominal value of 0.10 PLN (in words: ten groszy) each (hereinafter referred to as “Shares”).
  3. The Shares will be covered by a cash input, while the emission price of a single share shall be 0.10 PLN (in words: ten groszy).
  4. The shares shall participate in the dividend under the following rules: Shares recorded for the first time, registered on a securities account no later than the dividend date set forth in a resolution of the General Meeting of the Company, shall participate in the dividend for the financial year immediately preceding the financial year in which the shares were first recorded on a securities account for the first time. Shares recorded for the first time on a securities account after the dividend date set forth in a resolution of the General Meeting of the Company shall participate in the dividend for the fiscal year in which they were first recorded on the securities account.
  5. The Shares will not have a document form and will be subject to dematerialization based on the Act on Trading in Financial Instruments of July 29, 2005, financial instruments (i.e., as of January 22, 2021. Journal of Laws of 2021, item 328) and shall be the subject of an application for admission and introduction to the regulated market operated by Giełda Papierów Wartościowych w Warszawie S.A.
  6. Shares shall be taken up by way of private subscription in accordance with art. 431 §1.2 of the Commercial Company’s Code via offers submitted by the Company’s Management or Supervisory Board (the latter in relation to members of the Management Board at the time of offer submission) to persons on the Program Members List (in accordance with the rules of the incentive program (“Program”) established by a Resolution on the Program (“Regulations”) who the Supervisory Board’s Resolution applies to). The number of persons to which the offer will be submitted will be no bigger than 149 (in words: one-hundred and forty-nine) persons.
  7. In the interest of the Company, with the consent of the Supervisory Board, current shareholders are entirely forbidden from claiming shares, with the disclaimer that the shares can be claimed by persons on the Program Members List, to which the Supervisory Board Resolution applies to. Forbidding current shareholders from claiming the Shares is in the Company’s interests since the Program is meant to (i) ensure that persons key to the Group’s development participate in the expected increase in Group value and (ii) tie the Program Participants with the Group longterm. The goal of the Program is to create mechanisms that will encourage and motivate qualified persons, crucial to realizing the Groups strategy to work in the Company’s and its shareholders’ interests by allowing them to purchase Shares.
  8. The offer of claiming Shares shall be made to given persons on the Program Participants List, to which the Supervisory Board’s Resolution applies within 14 days of this resolution’s adoption.
  9. Shares shall be claimed by sending the Company a statement concerning the claiming of Shares after receiving the offer, no later than 30 days after this resolution’s adoption.
  10. Increasing the share capital of the Company shall be made regardless of the series C Shares applicable to the limit established in §1.1 and §1.2 above, to the amount representing the claimed amount of series C shares. The company Board will issue a statement in the form of a notary act concerning the exact amount the share capital will be increased before the share capital increase is reported to the registry.

§ 2

The exact details of Share issuing, including information about the:

 

  1. delivery of the statements concerning the claiming of the Shares and their templates;
  2. payment for the shares;
  3. issuing of the shares;
  4. depositing of the shares and their admission and introduction to the regulated market operated by Giełda Papierów Wartościowych w Warszawie S.A., including the deadlines and duties related to the above;–
    – are outlined in the Regulations and apply to the Shares.

 

§ 3

Given the increase in the Company’s share capital mentioned in this resolution, the Articles of Association are changed in § 6 to the effect that §6 of the Article of Association now reads:

 

“The share capital of the Company amounts to PLN 733,579.20  in (words: seven hundred and thirty-three thousand five hundred and seventy-nine zlotys and twenty groszy) and is divided into:
1) 7,225,000 (seven million two hundred and twenty-five thousand) ordinary A series bearer shares with a nominal value of 0.10 PLN (ten groszy) each;
2) 76,783 (seventy-six thousand seven hundred eighty-three) ordinary series B bearer shares with a nominal value of PLN 0.10 (ten groszy) each. 

3) no more than 34 009 (thirty-four thousand and nine) ordinary series C bearer shares with a nominal value of PLN 0.10 (in words: ten groszy) each.”

§ 4

 

The resolution shall come into force upon its adoption, with the reservation that the increase of the share capital and amendment to the Company’s Articles of Association will take place the moment such changes are registered by the competent registry court.