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CI Games S.A.

Registration Form Jul 13, 2023

5562_rns_2023-07-13_5fea61d4-1808-42ea-840a-d64fd15ce068.html

Registration Form

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Currentreport_#160;number:27/2023Date:_#160;13July 2023Legalbasis:_#160;Article56(1)(2) of the Public Offering Act - current and periodic informationSubject:_#160;Registrationby the registry court of an amendment to the Statutes of CI Games SE

The ManagementBoard of Cl Games SE with its registered office in Warsaw (the "Company")informs that today, i.e. 13 July 2023, theCompany's registry court - the District Court for the Capital City ofWarsaw in Warsaw, 13th Commercial Division of the National CourtRegister - made an entry in the Register of Entrepreneurs of theNational Court Register maintained for the Company, an amendment to theCompany's Statutes to the scope adopted by Resolution No. 23/2/2023 ofthe Company's Ordinary General Meeting of 29 June 2023, of which theCompany informed in current report No. 25/2023 on 29 June 2023.

"§ 111._#160;The conditional share capital of the Companyamounts to PLN 357,207.26 (in words: three hundred fifty-seven thousandtwo hundred and seven Polish zloty, 26/100) and is divided into:

a) no more than 13,720,726 (thirteen million sevenhundred twenty thousand seven hundred twenty-six) ordinary bearer seriesJ shares with a nominal value of PLN 0.01 (say: one grosz) each share,

b) no more than 13,000,000 (thirteen million)ordinary bearer series K shares with a nominal value of_#160;PLN0.01 (say: one grosz) each share,

c) no more than 9,000,000 (in words: nine million)ordinary bearer series L shares with a nominal value of PLN 0.01 (inwords: one grosz) each share, which may be taken up by holders ofconvertible bonds, issued pursuant to Resolution No 23/2/2023 of theAnnual General Meeting of the Company of June 29, 2023.

2. With regard to series J shares, the purpose of theconditional share capital increase is to grant the rights to subscribefor series J shares to holders of series C subscription warrants issuedby the Company pursuant to Resolution No. 20/1/2021 of the AnnualGeneral Meeting of Shareholders of the Company of June 22, 2021regarding the issue of series C subscription warrants with the right tosubscribe for series J shares, excluding in full the pre-emptive rightsof the existing shareholders, conditional increase of the Company'sshare capital with the exclusion of the pre-emptive rights of theexisting shareholders, amendment of the Company's Articles ofAssociation and consent to registration of series C subscriptionwarrants and series J shares in the National Depository for Securitiesand applying for admission and introduction of series J shares totrading on the regulated market operated by the Warsaw Stock ExchangeS.A.

3. The holders of subscription warrants referred toin paragraph 2 shall be entitled to subscribe for series J shares. Theright to subscribe for series J shares may be exercised until 31December 2024 at the latest, subject to detailed rules provided for inResolution No. 20/1/2021 of the Annual General Meeting of Shareholdersof the Company of 22 June 2021 on the issue of series C subscriptionwarrants with the right to subscribe for series J shares with theexclusion in full of the pre-emptive rights of the existingshareholders, conditional increase of the Company's share capital withthe exclusion of the preemptive rights of existing shareholders,amendment of the Company's Articles of Association and consent toregistration of series C subscription warrants and series J shares inthe National Depository for Securities and applying for admission andintroduction of series J shares to trading on regulated market operatedby the Warsaw Stock Exchange and Resolution No. 19/1/2021 of the AnnualGeneral Meeting of Shareholders of the Company of June 22, 2021regarding the establishment of an incentive program addressed to keyemployees and co-workers of the CI Games Capital Group, includingMembers of the Management Board of CI Games S.A. If the rights under theseries C subscription warrants are not exercised within the periodspecified in the previous sentence, the said rights under the warrantsshall expire.

4. With respect to series K shares, the purpose ofthe conditional share capital increase is to grant the rights tosubscribe for series K shares to holders of series D subscriptionwarrants issued by the Company pursuant to Resolution No 22/2/2023 ofthe Annual General Meeting of the Company of June 29, 2023 regarding theissue of series D subscription warrants with the right to subscribe forseries K shares, excluding in full the pre-emptive rights of theexisting shareholders, conditional increase of the Company's sharecapital with the exclusion of the pre-emptive rights of the existingshareholders, amendment of the Company's Articles of Association andconsent to registration of series D subscription warrants and series Kshares in the National Depository for Securities and applying foradmission and introduction of series K shares to trading on theregulated market operated by the Warsaw Stock Exchange S.A.

5. The holders of subscription warrants referred toin paragraph 4 shall be entitled to subscribe for series K shares. Theright to subscribe for series K shares may be exercised up to 31December 2026, subject to detailed rules provided for in resolution No22/2/2023 of the Annual General Meeting of the Company of 29 June 2023regarding the issue of series D subscription warrants with the right tosubscribe for series K shares, excluding in full the pre-emptive rightsof the existing shareholders, conditional increase of the Company'sshare capital with the exclusion of the pre-emptive rights of theexisting shareholders, amendment of the Company's Articles ofAssociation and consent to registration of series D subscriptionwarrants and series K shares in the National Depository for Securitiesand applying for admission and introduction of series K shares totrading on the regulated market operated by the Warsaw Stock Exchangeand Resolution No.21/2/2023 of the Annual General Meeting of the Companyof June 29, 2023 regarding the establishment of an incentive programaddressed to key employees and associates of the CI Games Capital Group,including Members of the Management Board of CI Games SE. If the rightsunder series D subscription warrants are not exercised within the periodspecified in the previous sentence, the said rights under the warrantsshall expire.

6. With respect to series L shares, the purpose ofthe conditional share capital increase is to grant the rights tosubscribe for series L shares to holders of convertible bonds issued bythe Company pursuant to Resolution No 23./2/2023 of the Annual GeneralMeeting of the Company of June 29, 2023 regarding the issue ofconvertible bonds into shares, depriving the Company's shareholders ofthe preemptive right to convertible bonds, conditional increase of theCompany's share capital, deprivation of the pre-emptive right of seriesL shares in full to the Company's shareholders; and amendment of theCompany's Articles of Association. The holders of the bonds referred toin the previous sentence will be entitled to subscribe for series Lshares. The right to subscribe for series L shares may be exercised upto 31 December 2026, subject to detailed rules provided for inresolution No 23/2/2023 of the Annual General Meeting of the Company of29 June 2023, referred to in the previous sentence, or in the terms ofissue of these bonds adopted by the Management Board of the Company."

The consolidated text of the Company's Statutesreflecting the aforementioned amendment registered by the registry courtwill be adopted by the Company's Supervisory Board.

Detailed legal basis: § 5 item 1 and § 6 of theOrdinance of the Minister of Finance dated 29 March 2018 on current andperiodic information provided by issuers of securities and conditionsfor recognizing as equivalent information required by the laws of anon-member state (Journal of Laws of 2018, item 757).

Disclaimer:ThisEnglish language translation may contain certain discrepancies. In caseof any differences between the Polish and the English versions, thePolish version shall prevail.

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