Registration Form • Dec 23, 2022
Registration Form
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December 23, 2022
Current report No. 34/2022
Legal basis: Article 17 of MAR - ConfidentialInformation
Subject: Update on the status of the procedure toconvert CI Games S.A. into a European company
The Management Board of CI Games S.A., based inWarsaw (the _quot;Company_quot;), with reference to the Company'scurrent reports No. 18/2022 of July 28, 2022 and No. 31/2022 ofSeptember 12, 2022, informs that the Company intends to continue theprocess of conversion into a European company (SE), but with themodification mentioned below.
On December 23, 2022, the Company's Management Boardadopted a new resolution on the Company's planned conversion into aEuropean Company (_quot;SE_quot;; _quot;Converted Company_quot;).The Company's conversion into an SE will continue to be primarily aimedat increasing the Company's exposure to investors in foreign capitalmarkets by adopting a universal, supranational legal form known in allcountries of the European Union and beyond (the _quot;Conversion_quot;).
After the Management Board's careful consideration ofthe various possible scenarios related to the Company's transnationalcharacter as an SE, it is the intention of the Company's ManagementBoard, as expressed in the aforementioned Management Board's resolution,that the Conversion be carried out, as planned to date, in accordancewith Articles 2(4) and 37 of Council Regulation (EC) No. 2157/2001 of 8October 2001 on the Statute for a European company (SE) (OJ L 294, p. 1,as amended). However, the Conversion will not be accompanied by a changein the structure of the Company's bodies, as originally planned, and asthe Company communicated in current report No. 18/2022 dated July 28,2022. The Company's Management Board considered it expedient for theCompany to continue its operations in the form of an SE, in whichmanagement and supervisory functions will be divided, as they have beenin the Company to date, between the Management Board and the SupervisoryBoard. Otherwise, Conversion assumptions have not changed from thosecommunicated in the contents of current reports No. 18/2022, No. 19/2022dated August 4, 2022, and No. 21/2022 dated August 19, 2022.
In separate current reports, the Company will providethe full content of the new notice to Shareholders of the Conversion, asrequired under the Code of Commercial Partnerships and Companies, andwill announce the convening of a general meeting to which a new Terms ofConversion of the Company into the Converted Company will be submitted,including the modifications mentioned above, the draft Statutes of theConverted Company, including draft resolutions on the planned Conversionof the Company.
The Company's Management Board further announces thatthe legally required information on the planned Conversion, includingthe new Conversion plan and other documents published by the Company inconnection with the Conversion, will be posted and available on theCompany's website, in a dedicated area, athttps://www.cigames.com/relacjeinwestorskie/przeksztalcenie-spolki/.
The above information has been recognized asconfidential due to its importance to the Company's SE conversionprocedure, which is currently one of the strategic processes for theCompany and its Shareholders.
Marek Tymiński - President of the Management Board
Disclaimer:_#160;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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