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CI Games S.A. Share Issue/Capital Change 2026

Feb 24, 2026

5562_rns_2026-02-24_3b34881f-f6ac-4953-baa5-4c38c6fe7657.html

Share Issue/Capital Change

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Report Content Current report number:10/2026

Date:24 February 2026

Legal basis:Article 56(1)(2) of the Public Offering Act -current and periodic information

Subject: Registration of an amendment to the Statute of CI GamesSE

The Management Board of Cl Games SE with its registered office in Warsaw(the "Company") informs that today, i.e. 24 February 2026, the DistrictCourt for the Capital City of Warsaw in Warsaw, 13th Commercial Divisionof the National Court registered an amendment to the Company's Statuteadopted pursuant to resolution No. 5/2/2026 of the Extraordinary GeneralMeeting dated February 13, 2026 regarding authorization of theManagement Board of the Company to increase the share capital within thelimits of the authorized capital and authorization of the ManagementBoard to exclude the subscription rights of the existing shareholders ofthe Company with the consent of the Supervisory Board and amendments tothe Company's Statute ("Resolution").

Pursuant to the Resolution, a new §10a was added to the Statute, wordedas follows:

"§10a

1. The Company's Management Board is authorized to increase the sharecapital by one or more increases by an amount not exceeding PLN381,650.00 (in words: three hundred eighty-one thousand six hundredfifty) ("Authorized Capital") by issuing no more than 38,165,000(thirty-eight million one hundred sixty-five thousand) ordinary bearershares of subsequent series with a nominal value of PLN 0.01 (one grosz)each ("New Shares") on the following terms:

a) the Management Board's authorization to increase the Company's sharecapital within the limits of the Authorized Capital shall expire after 3(three) years from the date of entry in the Register of Entrepreneurs ofthe amendment to the Company's Statute made by resolution of theExtraordinary General Meeting of the Company Meeting No. 5/2/2026 ofFebruary 13, 2026, introducing the Authorized Capital;

b) the issue price of one New Share within the Authorized Capital is noless than PLN 2.50 (in words: two zlotys 50/100);

c) the issue of New Shares within the Authorized Capital will be aprivate placement within the meaning of Article 431 § 2 item 1 of theCommercial Companies Code, addressed exclusively to selected entities,no more than 149 in number, who will be designated by the Company'sManagement Board, taking into account the provisions below ("EligibleInvestors");

d) the issue of New Shares will constitute a public offering within themeaning of Article 2 item d) Regulation (EU) 2017/1129 of the EuropeanParliament and of the Council of 14 June 2017 on the prospectus to bepublished when securities are offered to the public or admitted totrading on a regulated market, and repealing Directive 2003/71/EC, whichwill not require a prospectus to be made available in accordance withArticle 1(4)(b) and Article 1(5)(a) of that regulation;

e) The Eligible Investor who will have the right to subscribe for NewShares issued within the Authorized Capital is a shareholder who, on thedate of the Extraordinary General Meeting, i.e., on February 13, 2026("Date of Priority Right", "Right of Priority"), held at least 250,000(in words: two hundred fifty thousand) shares in the Company;

f) An Eligible Investor has the right to subscribe for New Shares withinthe Authorized Capital in a number corresponding to the product of:

the ratio of the number of Company shares held by a given EligibleInvestor covered by the Priority Right as of the Priority Right Date, asindicated in the relevant confirmation document, to the number of allexisting Company shares as of the Priority Right Date; and

the final number of New Shares offered as determined by the Company'sManagement Board, provided that if the number of New Shares sodetermined is not an integer, it will be rounded down to the nearestinteger.

g) New Shares issued within the Authorized Capital may be subscribed foronly in cash;

h) with the consent of the Supervisory Board, the Management Board maydeprive the Company's shareholders, in whole or in part, of theirpre-emptive rights to New Shares issued upon an increase in the sharecapital within the Authorized Capital;

i) an increase in the share capital within the Authorized Capital maynot be made from the Company's own funds;

j) The Management Board may not grant preference shares or the rightsreferred to in Article 354 of the Commercial Companies Code;

k) a resolution of the Management Board regarding the issue of NewShares, adopted within the limits of its statutory authorization,replaces the resolution of the General Meeting on an increase in theshare capital and requires a notarial deed to be valid;

l) the procedure set out in points d)-f) above does not limit the rightof the Management Board of the Company to offer New Shares not acquiredin the exercise of the Priority Right at the sole discretion of theManagement Board of the Company.

2. The Management Board decides on all matters related to the sharecapital increase within the Authorized Capital. In particular, theManagement Board is authorized to establish detailed terms, conditions,and deadlines for individual issues of New Shares issued as part of theshare capital increase within the Authorized Capital, and to determinethe purpose and manner of offering New Shares issued as part of theshare capital increase within the Authorized Capital. The ManagementBoard is authorized, in particular, to take all necessary actions tooffer New Shares, enter into agreements to subscribe for New Shares,prepare the required documents, and take all actions necessary to issueor register New Shares in the securities accounts of shareholders(Eligible Investors).

3. The Management Board's authorization to increase the share capitalwithin the Authorized Capital does not prejudice the authority of theGeneral Meeting to increase the Company's share capital during theperiod when the Management Board exercises the authorization referred toin section 1 above, in another manner provided for in the CommercialCompanies Code.

4. The Management Board's authorization to increase the share capitalwithin the Authorized Capital also includes the ability, at thediscretion of the Company's Management Board, to issue subscriptionwarrants with the subscription rights expiring on the date of expiry ofthe Management Board's authorization referred to in section 1 above.

5. It is hereby resolved to apply for the admission and introduction ofthe New Shares issued within the Authorized Capital to trading on theregulated market operated by the Warsaw Stock Exchange ("WSE") with itsregistered office in Warsaw.

6. The Management Board of the Company is authorized to:

a) specify the detailed conditions for the exercise of the PriorityRight by Eligible Investors, in particular: 1) present to the Company orthe brokerage house or office selected by the Management Board of theCompany to support the Company in the course of activities related tothe implementation of this resolution of the Extraordinary GeneralMeeting a document confirming that the given Eligible Investor was ashareholder of the Company on the Priority Right Date and held at least250,000 (in words: two hundred fifty thousand) shares of the Company,whereby the presence of the Eligible Investor on the list of personsentitled to participate in the Extraordinary General Meeting obtained bythe Company from the National Depository for Securities ("KDPW") shallbe sufficient confirmation that he or she was a shareholder of theCompany on the Priority Right Date in respect of the shares that wereregistered for that General Meeting; 2) the Eligible Investor submits tothe Company or a brokerage house or office a declaration of interest inacquiring the New Shares at the issue price set by the Company'sManagement Board; 3) enters into an agreement with the Company toacquire the New Shares;

b) performs all other factual and legal actions related to the sharecapital increase within the limits of the Authorized Capital;

c) performs all factual and legal actions related to the admission andintroduction of the New Shares issued within the Authorized Capital totrading on the regulated market operated by the WSE;

d) takes all factual and legal actions necessary to register the sharesissued within the Authorized Capital in the securities depositoryoperated by the National Depository for Securities (KDPW), as well astakes all other necessary actions related to their mandatorydematerialization;e) taking all necessary legal and factualactions, including submitting appropriate applications andnotifications, in accordance with the requirements set forth in the lawand the regulations, resolutions, or guidelines of the WSE, the NationalDepository for Securities, and the relevant supervisory authorities,related to applying for the introduction of the New Shares issued withinthe Authorized Capital to trading on the regulated market operated bythe WSE, registering these shares with the National Depository forSecurities, and conducting a public offering of these shares;

f) amending the Company's Statute to the extent related to the increasein the Company's share capital within the Authorized Capital, includingsubmitting a declaration of the amount of the Company's subscribed sharecapital, as well as establishing a consolidated text of the Statuteincorporating these amendments.

The Company announced the adoption of the Resolution in current reportNo. 7/2026.

The consolidated text of the Company's Statute, reflecting the amendmentto the Statute based on the Resolution registered by the registry court,will be adopted by the Company's Supervisory Board.

Disclaimer:This English language translation may contain certaindiscrepancies. In case of any differences between the Polish and theEnglish versions, the Polish version shall prevail.