Current report No. 5/2022 – Ten Square Games – one of the biggest mobile games development companies in Poland

Reports.

Current

Current report No. 5/2022 .

20 January 2022

The Management Board of Ten Square Games S.A., based in Wrocław (“the Company”), informs that today, i.e. on 20 January 2022, it adopted a resolution on commencement of the buyback of the Company’s own shares and on detailed conditions and procedures for the first tranche of the buyback of the Company’s own shares. The authority to carry out the buy-back of the Company’s own shares was conferred on the Company’s Management Board by the Ordinary General Meeting of the Company by Resolution No. 7 of 23 June 2021 on authorising the Management Board to purchase, in the name and on behalf of the Company, the Company’s own shares and determining the principles for the purchase of the Company’s own shares by the Company and creating a reserve capital.

Below the Management Board provides information on the detailed conditions and procedure for the buyback:

1) only fully paid-up ordinary bearer shares, dematerialised, coded PLTSQGM00016, admitted to trading on the regulated market operated by the Warsaw Stock Exchange S.A. (“WSE”);

2) the shares will be bought back in tranches;

3) under the first tranche of share buy-back the Company shall purchase up to 70 000 own shares;

4) the amount of up to PLN 20 000 000, i.e. the maximum amount which can be allocated for the buy-back of the Company’s own shares within this tranche, is earmarked for the buy-back of the Company’s own shares within the first tranche;

5) the own shares will be purchased on the official stock quotation market run by WSE, as a result of brokerage orders placement;

6) the purchase price per own share will not be lower than PLN 200.00 per share and will not be higher than PLN 600.00 per share and, at the same time, will meet the conditions set out in Article 3 of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing the MAR Regulation as regards regulatory technical standards on the conditions applicable to buy-back programmes and stabilisation measures (“Standard”), i.e. according to which, in particular, the price of the repurchased shares may not be higher than the price of the last independent transaction concluded on the regulated market and, in a situation where the highest current independent purchase offer on the regulated market is higher than the price of the last independent transaction, then the amount of this offer shall constitute the upper limit of the price restrictions;

(7) the first tranche of the buyback will run from 20.01.2022 to 11.02.2022 (inclusive) unless earlier:

  1. a) all shares to be purchased under the first tranche are purchased,
  2. b) the funds earmarked for the purchase under the first tranche are fully exhausted,
  3. c) the Company’s Management Board, acting in the Company’s interest, shall decide to abandon, in whole or in part, the buyback of own shares as part of the first tranche or to terminate the buyback before the date referred to in the AGM Resolution

8) the number of shares repurchased on a single day may not exceed 25% of the average daily volume of trading in the Company’s shares as recorded at the stock exchange during the last 20 trading days preceding the day of share repurchase

9) the purpose of the purchase of own shares is (i) redemption of shares (voluntary redemption), (ii) exchange for shares or stocks in the course of acquisitions made by the Company (iii) disposition by the Management Board of the Company in any other manner permitted by law, taking into account the needs resulting from the business operations.

10) The repurchase of the first tranche of shares shall be effected through Ipopema Securities S.A. with the restrictions of Article 3 of the Standard, which shall apply directly.

11) During the first tranche of share buy-back, the Company will not: a) sell its own shares, b) trade during the closed periods, c) trade if the Company has decided to delay the public disclosure of confidential information.

The Management Board of the Company shall make public information on any change to the terms of the buy-back. The Company shall make public information on transactions of buy-back of own shares at the latest at the end of the seventh daily market session following the day of execution of such transactions, in particular on: (i) the number of own shares bought back; (ii) the purchase date; (iii) the average purchase price. Upon completion of the first tranche of the buy-back of own shares, the Board of Directors will communicate to the public a detailed collective report on its implementation.