CI Games S.A.

Regulatory Filings • Dec 28, 2022

Current reportnumber:35/2022

Date:28 December2022

Legal basis:_#160;Otherregulations

Subject:Firstnotification of shareholders about the intention to transform thecompany CI Games Spółka Akcyjna with its registered office in Warsawinto a European Company (SE)

The Management Board of CI Games, S.A. with itsregistered office in Warsaw (the "Company" or the "Companyto be Converted"), acting pursuant to Article 560 § 1 of theCommercial Companies Code in conjunction with Article 21(1) of the Actof 4 March 2005 on the European Economic Interest Grouping and theEuropean Company (Journal of Laws of 2022, item 259, as amended; the "Act"),notifies shareholders of the intention to convert the Company into aEuropean Company (SE) (the "Converted Company"), which willtake place pursuant to Article 552 et seq. of the Commercial CompaniesCode in conjunction with Article 21(1) of the Act and pursuant toArticle 2(4) and Article 37 of Council Regulation (EC) No. 2157/2001 of8 October 2001 on the Statute for a European Company (SE) (Journal ofLaws of the European Union L No. 294, p. 1, as amended; the "Regulation"),i.e. by transforming a Polish public limited company that has had asubsidiary under the law of another Member State of the European Unionfor at least two years into a European public limited company (the "Conversion").

Pursuant to Articles 552 and 553 of the CommercialCompanies Code in conjunction with Article 21(1) of the Act, on the dateof entry of the Conversion into the Register of Entrepreneurs of theNational Court Register by the registry court competent for theRegistered Office of the Company (the "Conversion Date"),the Converted Company will be entitled to all rights and obligations ofthe Company to be Converted, and all assets and liabilities of theCompany will become assets and liabilities of the Converted Company(upon continuation principle). In particular, the Converted Company willremain the subject of permits, concessions and reliefs that were grantedto the Company before the Conversion, unless the Act or the decision togrant a permit, concession or relief provides otherwise. On theConversion Date, the shareholders of the Company to be Converted willautomatically become, by virtue of the Act, shareholders of theConverted Company.

On 23 December 2022, the Management Board of theCompany has drawn up the Draft Terms of the Conversion of the Company,which will be submitted to the General Meeting of the Company forapproval (the "Draft Terms of Conversion").

Pursuant to Article 37(7) of the Regulation, theConversion requires a resolution of the General Meeting of the Company.In accordance with the Draft Terms of Conversion, the General Meeting ofthe Company will be submitted to adopt a resolution on the Conversion,including a resolution regarding the approval of the Draft Terms ofConversion, determining the text of the Statutes of the ConvertedCompany (consent to the wording of the Statutes of the ConvertedCompany) and appointing members of the Management Board of the ConvertedCompany (the "Resolution on Conversion"). In order to adoptthe Resolution on Conversion, the Management Board of the Company willconvene the General Meeting in the manner provided for in the provisionsof the Commercial Companies Code and the Company's Statutes.

The Draft Terms of Conversion and other documentspublished by the Company in connection with the Conversion, including:

(1)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;DraftResolution on Conversion, which will be submitted for adoption to theGeneral Meeting of the Company,

(2)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;DraftStatutes of the Converted Company,

(3)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;Valuationof assets (assets and liabilities) of the Company to be Converted,referred to in Article 558 § 2 point 3 of the Commercial Companies Codein conjunction with Article 21(1) of the Act,

(4)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;Reportof the Management Board of the Company explaining and justifying thelegal and economic aspects of the Conversion and indicating theimplications for the Company's shareholders and for the Company'semployees of the adoption of the form of an SE, referred to in Article37(4) of the Regulation,

(5)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;Auditor'sopinion referred to in Article 37(6) of the Regulation

- will be available continuously (in an electronicversion, with the possibility of printing them) until the end of theGeneral Meeting adopting the Resolution on Conversion on the Company'swebsite in the "Investor Relations" section, in the"Transformation of the Company" tab, at the addresshttps://www.cigames.com/en/investor-relations/61893-2/. Shareholders mayalso consult the documents relating to the Conversion from 29 December2022 at the Company's registered office, at Rondo Ignacego Daszyńskiego2B in Warsaw (The Warsaw Hub).

This notification is the first notification of theCompany's shareholders within the meaning of Article 560 § 1 of theCommercial Companies Code in conjunction with Article 21(1) of the Act.

This current report was prepared on the basis ofart. 560 § 1 of the Act of 15 September 2000 - Commercial Companies Code(Journal of Laws of 2022, item 1467, as amended) in conjunction withArticle 21(1) of the Act of 4 March 2005 on the European economicinterest grouping and the European company (Journal of Laws of 2022,item 259, as amended).

The Management Board:

Marek Tymiński - President of the Management Board

David Broderick - Vice-President of the ManagementBoard

Disclaimer:_#160;ThisEnglish language translation may contain certain discrepancies. In caseof any differences between the Polish and the English versions, thePolish version shall prevail.