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

Mar 18, 2026

Report Content Current report 13/2026

Date of preparation:18 March 2026

Subject:Commencement of an accelerated book-building process inconnection with the public offering of new

series M bearer shares of the Company. Adoption of a resolution by theManagement Board to increase the

share capital within the limits of the authorized capital. Conclusion ofa share placement agreement.

Legal basis: Art. 17(1) MAR - confidential information.

THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN ARE SUBJECT TO

RESTRICTIONS AND ARE NOT INTENDED FOR PUBLICATION, ANNOUNCEMENT,

DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN WHOLE OR INPART, IN THE

TERRITORY OF THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTHAFRICA,

JAPAN OR OF OTHER COUNTRIES WHERE SUCH PUBLICATION, ANNOUNCEMENT,

DISTRIBUTION OR TRANSMISSION WOULD BE UNLAWFUL. FURTHERMORE, THIS CURRENT

REPORT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFEROF

SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT INFORMATION ATTHE

END OF THIS CURRENT REPORT.

The Management Board of CI Games SE (the "Company") hereby announces thefollowing (i) on 18 March

2026, the Company's Management Board adopted a resolution on increasingthe Company's share capital within

the limits of the authorized capital by issuing new series M ordinarybearer shares through a private placement,

through a public offering, depriving the existing shareholders of theCompany of all preemptive rights in relation

to all series M, determining the method of setting the issue price ofseries M shares, applying for the admission

and introduction of series M shares to trading on the regulated marketoperated by the Warsaw Stock Exchange,

establishing the rules for offering, conducting the book-buildingprocess, subscription, and acquisition of

series M shares, adopting a model agreement for the acquisition ofseries M shares (subscription agreement for

series M shares), consent to the conclusion by CI Games SE of aplacement agreement for the purposes of the

offering and subscription of series M shares, and amendments to theCompany's Statute (the "Issuance

Resolution"), and (ii) on 18 March 2026, the Company concluded anagreement with IPOPEMA Securities S.A.

and Dom Maklerski INC S.A. (the "Managers") for the placement of shares(the "Placement Agreement") in

connection with a public offering by way of a private subscription of nomore than 38,165,000 new series M

ordinary bearer shares of the Company, with a par value of PLN 0.01 (onegrosz) each (the "Series M Shares")

(the "Offering").

The process of building the book of demand for the Series M Shares willcommence immediately after the

publication of this current report (the "Book Building Process") and isscheduled to end on or about 18 March

2026. The purpose of the Book Building Process will be to offer, withinthe Offering, approx. 28,000,000 Series

M Shares, whereby the Company may, within the Book Building Process,decide to offer a larger number of

shares in the Offering taking into account the expressed demand, and thefinal number of the offered Series M

Shares, together with the issue price and a list of investors to whomoffers to subscribe for Series M Shares

(indicating in particular the number of Series M Shares that will beoffered for subscription by the Company)

to be determined by the Company, in consultation with the Managers uponcompletion of the Book Building

Process. The Company will publish, in the form of a current report,information on the total number of Series

M Shares that will be the subject of subscription offers made by theCompany to investors.

The Offering is being conducted on the terms specified in the IssuanceResolution, §10a (1) of the Company's

Articles of Association and on the basis of the subscription rules of 18March 2026, which constitute an appendix to this report ("SubscriptionRules").

Pursuant to the Issuance Resolution, the Company's share capital will beincreased from PLN 1,908,248.80 (one

million nine hundred and eight thousand two hundred and forty-eightzlotys and eighty groszy) by an amount

not lower than PLN 0.01 (one) grosz, i.e. to an amount not lower thanPLN 1,908,248.81 (one million nine

hundred and eight thousand two hundred and forty-eight zlotys,eighty-one groszy) and by an amount not higher

than PLN 381,650.00 (three hundred and eighty-one thousand six hundredand fifty zlotys), i.e. up to an amount

not higher than PLN 2,289,898.80 (two million two hundred andeighty-nine thousand eight hundred and ninety eight zlotys and eightygroszy), through the issuance of not less than 1 (one) and not more thana maximum of

38,165,000 (thirty-eight million one hundred sixty-five thousand) SeriesM Shares, with the provision that the

total number of Series M Shares offered for subscription and issued bythe Company shall not exceed a total of

38,165,000 (thirty-eight million one hundred sixty-five thousand)shares. In addition, the Company's

Management Board states that on 18 March 2026, the Company's SupervisoryBoard adopted a resolution on

granting consent to deprive the existing shareholders of the Company ofall their pre-emptive rights to Series M

Shares issued as part of a share capital increase within the limits ofthe authorised capital.

Pursuant to the Placement Agreement and the Issuance Resolution, theconduct of the Offering and the

admission of the Series M Shares to trading on the regulated marketoperated by the Warsaw Stock Exchange

S.A. ("WSE") will not require the Company to publish a prospectus orother information or an offering

document within the meaning of the relevant provisions of law.

The Book Building Process will be conducted among selected investors whoare (i) Eligible Investors (as

defined in the Company's Articles of Association) indicated by theCompany's Management Board, under the

Priority Right (as defined in the Company's Articles of Association), byway of a private placement within the

meaning of Article 431 § 2(1) of the Act of September 15, 2000 -Commercial Companies Code ("CCC"),

conducted by way of a public offering within the meaning of Article 2(d)of Regulation (EU) 2017/1129 of the

European Parliament and of the Council of 14 June 2017 on the prospectusto be published when securities are

offered to the public or admitted to trading on a regulated market, andrepealing Directive 2003/71/EC, as

amended (the "Prospectus Regulation"), i.e. a public offering for which,pursuant to Article 1(4)(b) and Article

1(5)(a) of the Prospectus Regulation, no prospectus, informationmemorandum or any other information

document is required, and (ii) pursuant to §10a(1)(l) of the Company'sArticles of Association, to the extent that

the Series M Shares are not taken up by Eligible Investors under thePriority Right, the Series M Shares will be

offered to investors invited to participate in the Offering (a)qualified investors within the meaning of the

Prospectus Regulation or (b) qualified investors within the meaning ofthe Prospectus Regulation, which forms

part of English law by virtue of the European Union Withdrawal Act 2018(the European Union (Withdrawal)

Act 2018) or (c) investors acquiring securities with a total value of atleast EUR 100,000 per investor, in respect

of whom (in each case) there is no obligation to publish a prospectus inaccordance with Article 1(4)(a) or

Article 1(4)(d) and Article 1(5)(a) of the Prospectus Regulation (the"Investors"), in each case exclusively

outside the territory of the United States (offshore transactions) basedon Regulation S issued under the U.S.

Securities Act of 1933, as amended (U.S. Securities Act of 1933, asamended).

Eligible Investors who participated in the Book Building Process will beentitled to priority subscription for

Series M Shares on the terms set out in the Company's Articles ofAssociation, the Issuance Resolution and the

Subscription Rules, whereby, as part of the Book Building Process, theSeries M Shares will be initially

allocated according to the following rules: (i) each Eligible Investorwho, in the Book Building Process,

submitted a declaration to subscribe for Series M Shares at a price notlower than the issuance price will be

initially allocated Series M Shares to which they are entitled under thePriority Right; (ii) secondly, i.e. after the

initial allocation in accordance with point (i) above, the Company'sManagement Board may, at its own

discretion and after consultation with the Managers, initially allocateSeries M Shares for which Eligible

Investors have not submitted declarations in the Book-Building Processunder their Priority Right, to Investors

who are eligible to participate in the Offering on the terms specifiedin the Issuance Resolution and the

Subscription Rules.

Immediately after disclosing information about the total number ofSeries M Shares that will be the subject of

subscription offers made by the Company to investors, the Company willproceed to conclude subscription

agreements for Series M Shares with investors (and Managers concludingsubscription agreements on behalf of

investors, if applicable) from the preliminary allocation list, and theinvestors (or Managers concluding

subscription agreements on behalf of investors, as the case may be) willbe required to pay the issue price for

the Series M Shares they are subscribing for.

The selection of investors to whom offers to subscribe for Series MShares will be made by way of a private

placement within the meaning of Article 431 § 2(1) of the CommercialCompanies Code will be made taking

into account the results of the Book Building Process. Invited investorswho have participated in the Book

Building Process will submit to the Managers subscription declarationsin respect of Series M Shares, containing,

in particular, information on the number of Series M Shares that a giveninvestor is prepared to subscribe for at

a given issue price. In order to participate in the Book BuildingProcess, each investor should conclude (unless

they are already a party to such agreement) an appropriate agreement forthe acceptance and transmission of

orders with the Manager to whom the investor intends to submitdeclarations to subscribe for Series M Shares.

Pursuant to the Placement Agreement, the Managers have undertaken toprovide services to the Company for

the placement of Series M Shares on the terms specified in thatagreement, and, in particular, to exercise due

diligence in order to attract potential investors. The PlacementAgreement does not constitute an obligation on

the part of the Managers to subscribe for, acquire or guarantee theissuance of any financial instruments

(including Series M Shares) and does not guarantee the preparation orimplementation of the introduction of the

Company's financial instruments to an organized trading system, theconduct of the Offering or the placement

of any part of other financial instruments of the Company. The PlacementAgreement contains such standard

conditions precedent pertaining to the Managers' obligations as arefound in agreements of this type concluded

in connection with transactions similar to the Offering, includingconditions related to the occurrence of force

majeure events and the occurrence of material adverse changes in theCompany's situation, and specifies

grounds for its termination that are typical for agreements of thiskind. Pursuant to the Placement Agreement,

each of the Managers is entitled to terminate it in the cases specifiedtherein, including, in particular, in a

situation where any of the Company's representations or warranties madein the Placement Agreement prove to

be inconsistent with actual factual or legal circumstances, or where thesituation on the financial markets

changes significantly, adversely affecting the possibility of conductingthe Offering. The Placement Agreement

also contains representations and warranties concerning the Company andits business to the extent typically

provided by issuers of securities in agreements of this type that areentered into in connection with transactions

similar to the Offering. The Placement Agreement is governed by Polishlaw and is subject to the jurisdiction

of the Court of Arbitration at the Polish Chamber of Commerce in Warsaw.Under the terms of the Placement

Agreement, the Managers as well as other persons specified in thePlacement Agreement will be released from

liability and the obligation to perform in respect of certain claims,obligations, or costs that may be claimed

from or raised by the Managers or other designated persons in connectionwith the Placement Agreement or the

Offering (indemnification clause).

Subject to standard exclusions, the Company undertook in the PlacementAgreement, among other things, not

to issue or offer any securities of the Company and not to acquire theCompany's own shares from the date of

the conclusion of the Placement Agreement until the expiry of a periodof 90 days from the date of the conclusion by the Managers and theCompany of a pricing supplement to the Placement Agreement (the "Pricing

Supplement") ("Lock-Up Restrictions"). In connection with the Offering,the Lock-Up Restrictions will also

apply to the members of the management board of the Company with respectto the shares of the Company held

by them, subject to the exclusions specified in the Placement Agreement.

Immediately after the closing of the subscription period and of paymentfor the Series M Shares, the Company's

Management Board will submit an application to the registry court forregistration of the increase in the

Company's share capital, and immediately after such registration hasbeen completed, the Company's

Management Board will take steps to register the Series M Shares withthe depository maintained by Krajowy

Depozyt Papierów Wartościowych S.A. (National Depository for Securities)as well as to admit and introduce

the Series M Shares to trading on the regulated market operated by theWSE.

IPOPEMA Securities S.A. and Dom Maklerski INC S.A. are acting asmanagers and co-bookrunners in

connection with the Offering and the subscription for Series M Shares.IPOPEMA Securities S.A. will also act

as the Settlement Agent.

The Company intends to allocate the net proceeds as will accrue from theissuance of the Series M Shares for

the purposes of, in particular, diversifying sales and distributionchannels for the Company's products, reducing

the risks arising from the concentration of revenues in individualdistribution channels, and increasing flexibility

in the commercialization of products, including pricing and promotionalmodels. The issuance of the shares

within the authorized share capital will allow the Company to make thepace at which key projects are

implemented independent of current cash flows and will increase itsability to actively shape its distribution

strategy in segments characterized by high sales concentration.

LEGAL DISCLAIMERS

This current report has been prepared in accordance with therequirements of Article 17(1) of Regulation (EU)

No 596/2014 of the European Parliament and of the Council of 16 April2014 on market abuse (market abuse

regulation) and repealing Directive 2003/6/EC of the European Parliamentand of the Council and Commission

Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, and Article 56(1)(2)of the Act of 29 July 2005, on

Public Offering, Conditions Governing the Introduction of FinancialInstruments to Organized Trading, and

Public Companies.

This current report contains or may contain certain forward-lookingstatements relating to the Company's

current expectations and predictions regarding future events. Thesestatements, which sometimes use words

such as "aim," "predict," "be convinced," "intend," "plan," "estimate,""expect," and words of similar meaning,

reflect the beliefs and expectations of the Company's Management Boardand involve a number of risks,

uncertainties, and assumptions that may occur in the future, are beyondthe Company's control, and may cause

actual results and achievements to differ materially from any expectedresults or achievements expressed or

implied in forward-looking statements. Statements contained in thiscurrent report regarding past trends or

actions should not be construed as indicating that such trends oractions will continue in the future. The

information contained in this current report is subject to changewithout notice and, except as required by

applicable law, the Company is not responsible for and does notundertake to publicly update or revise any

forward-looking statements contained herein. You should not place unduereliance on forward-looking

statements, which reflect only the beliefs as of the date of publicationof this current report. None of the

statements contained in this current report constitute or are intendedto constitute a forecast or estimate of

earnings, nor are they intended to suggest that the Company's earningsin the current or any future fiscal year

will match or exceed the Company's historical or published earnings. Inview of the aforementioned risks,

uncertainties, and assumptions, the recipient should not place unduereliance on forward-looking statements as

a prediction of actual results or otherwise.

This current report is for informational purposes only, fulfills thedisclosure obligations to which the Company

is subject as a public company whose shares are admitted to and tradedon the regulated market operated by

the WSE, and (i) is not made available for the purpose of directly orindirectly promoting the acquisition or

subscription of the Company's securities or encouraging, directly orindirectly, to acquire or subscribe for them,

and (ii) does not constitute advertising or promotional materialprepared or published by the Company for the

purpose of promoting the Company's securities, their subscription,purchase or offer, or for the purpose of

encouraging investors, directly or indirectly, to acquire or subscribefor such securities.

This current report is not an advertisement within the meaning ofArticle 22 of the Prospectus Regulation.

This current report and the information contained herein are notintended for publication, announcement, or

distribution, directly or indirectly, in the territory of or to theUnited States of America, Australia, Canada,

Japan, South Africa or in other countries where the public disseminationof the information contained in this

current report may be subject to restrictions or prohibited by law. Thesecurities referred to in this current

report have not been and will not be registered under the U.S.Securities Act of 1933, as amended (U.S.

Securities Act of 1933) and may not be offered or sold in the UnitedStates of America, except in transactions

not subject to the registration requirements of the U.S. Securities Actor pursuant to an exemption from such

registration requirements. This current report does not constitute aninvitation to underwrite, subscribe for, or

otherwise acquire or sell any securities in any jurisdiction.

This current report and the terms described herein may not form thebasis for any action by persons other than

Eligible Investors or Investors. Any investments or investmentactivities referred to in this current report and

the terms and conditions described therein are only relevant to EligibleInvestors or Investors. The Managers,

apart from any obligations and liabilities that may be imposed on theManagers under applicable law, its

affiliates or representatives do not and will not assume anyresponsibility and make no representations or

warranties, express or implied, as to the accuracy or completeness ofthis current report.

In particular, the Managers shall not be liable to anyone other than theCompany in the context of providing

protection to their clients or providing advice on the Series M Shareoffering to entities other than the Company.

The distribution of information about the Series M Shares offering,including this current report, may be

restricted by law in certain jurisdictions. Neither the Company nor itsaffiliates have taken any action that could

or is intended to enable the Series M Shares offering to be conducted inany jurisdiction, or to cause any offer

or advertising material relating to the Series M Shares, including thiscurrent report, to be held or distributed

in any jurisdiction where action is required for that purpose.

This current report does not identify or suggest, nor is it intended toidentify or suggest, the risks (direct or

indirect) that may be associated with an investment in Series M Shares.Any investment decisions regarding the

subscription or purchase of Series M Shares in the offering of suchshares must be made solely on the basis of

publicly available information that has not been independently verifiedby the Managers.

This current report does not constitute a recommendation regarding aninvestor's decision regarding the

offering of Series M Shares. Each investor or potential investor shouldconduct its own research, analysis, and

evaluation of publicly available information, including that describedin this current report.