Adoptionby the Company's Supervisory Board of a resolution on determining thefinancial ratio and its value for the purposes of the Third Tranche ofthe Incentive Program for Management Board Members
TheManagement Board of Ten Square Games S.A., with its registered office inWrocław (hereinafter the "Company"), hereby announces that on March 24,2025, the Company's Supervisory Board, acting under the authorizationgranted in §3(2) of Resolution No. 4 of the Extraordinary GeneralMeeting of Shareholders of the Company dated December 19, 2023,regarding the establishment of an incentive program for the Company'sManagement Board Members ("Incentive Program Resolution," as announcedby the Company in Current Report No. 30/2023 dated December 19, 2023),adopted a resolution stating that the Program Criterion for the ThirdTranche (as defined in the Incentive Program Resolution) for eachManagement Board Member participating in the Program will be theachievement by the Group of an Adjusted EBITDA financial ratio for theyear 2025 in the amount of PLN 122,500,000 (one hundred twenty-twomillion five hundred thousand Polish zlotys).
TheSupervisory Board also adopted the following rules for determining thenumber of shares to which a Management Board Member will be entitled toacquire, depending on the level of achievement of the Program Criterionfor the Third Tranche:
TheSupervisory Board resolved that, for the purposes of the above-mentionedresolution, Adjusted EBITDA shall mean the operating profit reported inthe consolidated financial statements of the Ten Square Games S.A.Capital Group for the given financial year, increased by depreciation offixed assets and intangible assets, and adjusted for:-extraordinary and one-off events;- costsof implementing share-based incentive programs, in accordance with thefinancial reporting standards applicable to the Company;- theimpact of non-cash revenue adjustments (and the related distributorcommission costs), such as deferred revenue from virtual currency ordurable virtual goods;- the impact of anyone-off impairment charges related to capitalized expenditures for thedevelopment of mobile games