Raport Bieżący ESPI Nr 12/2025

PlayWay S.A. has initiated a formal increase in share capital through the issuance of Series J ordinary bearer shares, a move executed by the Management Board under the authority of the company’s authorized capital provisions. This corporate action, finalized on August 29, 2025, serves as the primary mechanism for settling the 2024 fiscal year requirements of the Incentive Program for Management Board members. The issuance involves the creation of 66,000 new shares with a nominal value of 0.10 PLN each, resulting in a total capital increase of 6,600 PLN.

The scope of this issuance is strictly limited to a private subscription directed toward a single individual, Krzysztof Kostowski, the President of the Management Board. Because the offer is restricted to one person, it does not constitute a public offering under European Union regulations, thereby exempting the company from the requirement to publish a formal prospectus. The issue price for these shares has been set at their nominal value of 0.10 PLN per share, in accordance with the specific terms established by the General Meeting of Shareholders in previous resolutions regarding the incentive scheme.

This capital adjustment also necessitates a formal amendment to the company’s articles of association and the subsequent dematerialization of the new shares. The decision was made with the prior consent of the Supervisory Board, which approved the exclusion of pre-emptive rights for existing shareholders to facilitate the targeted issuance. This strategic move aligns the company’s executive compensation structure with its long-term incentive goals while maintaining compliance with the Polish Commercial Companies Code and market transparency requirements.