CI Games S.A.

Regulatory Filings • Aug 22, 2022

Currentreport_#160;number:21/2022Date:_#160;19August 2022

Legalbasis:_#160;Otherregulations

Subject:_#160;Secondnotification to shareholders of the intention to transform the companyCI Games Spółka Akcyjna with its registered office in Warsaw into aEuropean Company (SE)

The Management Board of CI Games, S.A. with itsregistered office in Warsaw (the _quot;Company_quot; or the _quot;Companyto be Converted_quot;), 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 _quot;Act_quot;),notifies shareholders of the intention to convert the Company into aEuropean Company (SE) (the _quot;Converted Company_quot;), 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 _quot;Regulation_quot;),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 _quot;Conversion_quot;).

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 _quot;Conversion Date_quot;),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 4th August 2022,the Management Board of the Company has drawn up the Draft Terms of theConversion of the Company, which will be submitted to the GeneralMeeting of the Company for approval (the _quot;Draft Terms ofConversion_quot;).

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 convened on 5thSeptember 2022 at 11.00 a.m. willbe submitted to adopt a resolution on the Conversion, including aresolution regarding the approval of the Draft Terms of Conversion,determining the text of the Statutes of the Converted Company (consentto the wording of the Statutes of the Converted Company) and appointingmembers of the Administrative Board of the Converted Company (the _quot;ResolutiononConversion_quot;). In order to adopt the Resolution onConversion, the Management Board of the Company convened the GeneralMeeting in the manner provided for in the provisions of the CommercialCompanies Code and the Company's Statutes.

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

1. Draft Resolution on Conversion, which will besubmitted for adoption to the General Meeting of the Company;

2. Draft Statutes of the Converted Company;

3. Valuation of assets (assets and liabilities) ofthe Company to be Converted, referred to in Article 558 § 2 point 3 ofthe Commercial Companies Code in conjunction with Article 21(1) of theAct;

4. Report of the Management Board of the Companyexplaining and justifying the legal and economic aspects of theConversion and indicating the implications for the Company'sshareholders and for the Company's employees of the adoption of the formof an SE, referred to in Article 37(4) of the Regulation;

5. Auditor's opinion referred to in Article 37(6) ofthe 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 _quot;Investor Relations_quot; section, in the _quot;Transformation ofthe Company_quot; tab, at the addresshttps://www.cigames.com/en/investor-relations/61893-2/.Shareholders may also consult the documents relating to the Conversionfrom 5thAugust 2022 at the Company's registered office, atRondo Ignacego Daszyńskiego 2B in Warsaw (The Warsaw Hub).

This notification is the second 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).

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