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Ten Square Games S.A.

Share Issue/Capital Change Jan 19, 2022

5835_rns_2022-01-19_e9a8044c-1a7b-42ed-b2af-2a0eb94e50a4.html

Share Issue/Capital Change

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Not for release, publication, or distribution, directly orindirectly, in or into the United States of America, Australia, Canada,or Japan or in any other jurisdiction where to do so would be restrictedor prohibited by law.

The Management Board of Ten Square Games S.A. (the "Company")announces that on19 January 2022, it was notified by theCompany's shareholders, Maciej Popowicz and Arkadiusz Pernal (the "Shareholders")(the "Notification"), that after the submission of theNotification, an accelerated book-building process directed to selectedinvestors meeting specified criteria (the _quot;ABB_quot;) will begin.The purpose of the ABB will be the sale by the Shareholders ofapproximately365,088dematerialised ordinary bearer sharesin the Company constituting approximately 5.0% of the shares in theCompany's share capital and representing approximately 5.0% of the totalnumber of votes in the Company (the _quot;Sale Shares_quot;), out ofwhich:

1._#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;Maciej Popowicz willoffer for sale in the ABB approximately 243,382 Sale Shares,representing approximately 3,33% of the shares in the Company's sharecapital and in the total number of votes in the Company; and

2._#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;Arkadiusz Pernal will offer for sale in the ABBapproximately121,706Sale Shares, representingapproximately 1,66% of the shares in the Company's share capital and inthe total number of votes in the Company.

The consortium placing the Sale Shares in ABB includes Dom MaklerskiBanku Handlowego S.A. and Citigroup Global Markets Europe AG as GlobalCoordinators.

Pursuant to the Notification:

_#183;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;The ABB will begin immediately and can be completed at anytime.

_#183;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;The sale price and the final number of the Sale Shares,including the final number of the Sale Shares to be sold by eachShareholder, will be announced after the closing of the bookbuildingprocess.

_#183;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;The Shareholders reserve the right to change the terms anddates of the ABB at any time, to suspend the ABB, and/or to cancel theABB at any time.

_#183;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;The intention of the Shareholders is to remain investorsin the Company and together with the other members of the shareholders'agreement, concluded on 29 October 2019, as amended on 9 July 2020,strategically support the Company in its dynamic development.

_#183;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;Upon the completion of the ABB and assuming that all ofthe Sale Shares indicated above have been sold, Maciej Popowicz willhold shares representing approximately18,78% of the totalnumber of shares and votes in the Company and Arkadiusz Pernal will holdshares representing approximately9,39% of the total numberof shares and votes in the Company.

_#183;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;In connection with the ABB, the Shareholders haveundertaken to comply with a lock-up undertaking in respect of the sharesremaining in the Company for a period of180days from thedate of the settlement of the sale transactions within the ABB.

This material does not constitute an advertisement within the meaningof Article 22 of Regulation (EU) 2017/1129 of the European Parliamentand of the Council of 14 June 2017 on the prospectus to be publishedwhen securities are offered to the public or admitted to trading on aregulated market, and repealing Directive 2003/71/EC.Neitherthis material nor any part hereof is intended for distribution, whetherdirectly or indirectly, within the territory of or in the United Statesof America or other jurisdictions where such distribution, publication,or use may be subject to restrictions or may be prohibited by law. Thesecurities referred to in this material have not been and will not beregistered under the U.S. Securities Act, and may only be offered orsold within the United States under an exemption from, or in atransaction not subject to, the registration requirements of the U.S.Securities Act.

This material does not contain or constitute or form part ofany offer or invitation, or any solicitation or recommendation of anoffer, for securities, and under no circumstances shall form the basisof a decision whether or not to invest in the securities of the Company.

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