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New listing of FROZEN WAY S.A. on NewConnect

The company FROZEN WAY S.A. was newly listed on NewConnect on 30 March 2023.

FROZEN WAY S.A. is the 359^th company listed on NewConnect and the second listing on NewConnect in 2023.

Key information

based on the reference price

Issuer’s history and business

The Issuer was incorporated in 2017 under the name East Transfers S.A. In 2020, the Issuer joined the Playway Group S.A., which now controls the Issuer through its subsidiary Frozen District sp. z o.o. In November 2020, the name of the Company was changed to Frozen Way S.A.

The Company’s core business is the production and publishing of games and game add-ons (DLC - downloadable content). The Company’s first business segment is close cooperation with Frozen District sp. z o.o. with respect to House Flipper game add-ons. House Flipper is one of the biggest sales successes of the PlayWay S.A. Group. The Issuer’s operating model in this segment is to acquire copyright in game add-ons from the parent company and generate all or a percentage of revenue from the copyright by concluding publishing agreements, as a result of which the Company is entitled to a certain percentage of revenue from the sale of the game, and generate revenue for the Company from maintenance agreements related to individual games/add-ons.

The Issuer’s second business segment is the production of proprietary games and in-house production and publishing activities. This segment includes projects in which the Issuer has the leading role (Honeycomb PC), as well as projects where the Issuer’s role is auxiliary (Hairdresser Simulator PC, Builder Simulator PC, Millennials PC); the Issuer provides publishing and consulting services in such projects.

As at the date of the Information Document, the Issuer maintained 3 independent development teams comprising 42 specialists: the team developing House Flipper add-ons, the team developing the proprietary brand Honeycomb (the copyright was acquired from the parent company), and the team supporting House Flipper VR.

The Issuer works closely with Frozen District (game marketing and promotion, design, development and testing) and PlayWay S.A. (marketing and testing), as well as with Playway SA Group companies: Petard Games (Hairdresser Simulator project), Live Motion Games (Builder Simulator and Millennials project), ConsoleWay (House Flipper Pets porting for Nintendo Switch consoles).

The Company’s share capital amounts to PLN 105,367.5 and is divided into 1,053,675 series A-C shares with a nominal value of PLN 0.1 per share, including:

• 1,000,000 series A shares;
• 22,004 series B shares;
• 31,671 series C shares;

Issuer’s financial standing:

Issuer’s selected financials:

Company shareholders

• Frozen District sp. z o.o.  – 826,100 shares representing 78.4% of equity and votes;
• Other – 227,575 shares representing 21.6% of equity and votes;

Lock-up agreements

As at the Information Document Date, 886,100 shares of the Issuer (representing 84% of the Shares) were subject to lock-up agreements until 5 November 2022. After 5 November 2022, a total of 842,971 shares (representing 80% of the Shares) will be subject to lock-up agreements, and after 5 November 2023, 799,850 shares (representing 76% of the Shares) will be subject to lock-up agreements.

Financial instruments newly listed on NewConnect:

• 1,000,000 series A shares;
• 22,004 series B shares;
• 31,671 series C shares;