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CI Games S.A.

Regulatory Filings Aug 4, 2022

5562_rns_2022-08-04_3250421b-3e6d-47d7-86ef-dcb8ad53e6d2.html

Regulatory Filings

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Current reportno:19/2022Date:4August 2022Legal 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 _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;).Pursuantto Articles 552 and 553 of the Commercial Companies Code in conjunctionwith Article 21(1) of the Act, on the date of entry of the Conversioninto the Register of Entrepreneurs of the National Court Register by theregistry court competent for the Registered Office of the Company (the _quot;ConversionDate_quot;), the Converted Company will be entitled to all rights andobligations of the Company to be Converted, and all assets andliabilities of the Company will become assets and liabilities of theConverted Company (upon continuation principle). In particular, theConverted Company will remain the subject of permits, concessions andreliefs that were granted to the Company before the Conversion, unlessthe Act or the decision to grant a permit, concession or relief providesotherwise. On the Conversion Date, the shareholders of the Company to beConverted will automatically become, by virtue of the Act, shareholdersof the Converted Company.On 4 August2022, the Management Board of the Company has drawn up the Draft Termsof the Conversion 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 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 Administrative Board of theConverted Company (the _quot;Resolution on Conversion_quot;). In orderto adopt the Resolution on Conversion, the Management Board of theCompany will convene the General Meeting in the manner provided for inthe provisions of the Commercial Companies Code and the Company'sStatutes.The Draft Terms of Conversionand other documents published by the Company in connection with theConversion, 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 5 August 2022 at the Company's registered office, at Rondo IgnacegoDaszyńskiego 2B 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.Thiscurrent report was prepared on the basis of art. 560 § 1 of the Act of15 September 2000 - Commercial Companies Code (Journal of Laws of 2022,item 1467, as amended) in conjunction with Article 21(1) of the Act of 4March 2005 on the European economic interest grouping and the Europeancompany (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.

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