THIS DOCUMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE TERRITORY OR TO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR OTHER COUNTRIES WHERE SUCH PUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION WOULD BE UNLAWFUL.

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE REFER TO THE LEGAL DISCLAIMERS AT THE END OF THIS DOCUMENT.

Legal disclaimer

The Subscription Rules do not constitute (i) an offer within the meaning of Article 66 of the Act of 23 April 1964 – Civil Code, (ii) an investment recommendation within the meaning of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, (iii) investment advice, (iv) legal or tax advice, (v) an indication that any investment or strategy is suitable and appropriate for the Investor's level of knowledge of investing in financial instruments and investment experience, (vi) investment advisory services within the meaning of the Act of 29 July 2005, on Trading in Financial Instruments.

Investing in financial instruments involves risk. Every investment decision requires an assessment of the risk in the context of the expected and actual return on investment in securities. Investing in shares carries the risk of losing all or part of the invested funds, and even the need to incur additional costs.

Responsibility for decisions made on the basis of these subscription rules (the "Subscription Rules") lies solely with the persons or entities using them.

The Company will offer Series M Shares through the following managers: IPOPEMA Securities S.A. and Dom Maklerski INC S.A. (the "Managers"). The Managers' activities are supervised by the Polish Financial Supervision Authority (KNF).

This material does not constitute advertising within the meaning of Article 22 of Regulation (EU) 2017/1129 of the European Parliament and of the Council (EU) 2017/1129 of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.

This material and the information contained herein are not intended for publication, announcement or distribution, directly or indirectly, in the territory of or to the United States of America or in other countries where the public distribution of the information contained in this material may be subject to restrictions or prohibited by law. The securities referred to in this material have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act of 1933"), and may not be offered or sold in the United States except in transactions not subject to the registration requirements of the U.S. Securities Act of 1933, as amended or pursuant to another exemption from registration or in transactions not subject to such registration.

The Offering will be conducted in accordance with other applicable laws, including sanctions regulations. Accordingly, the Series M Shares are not and will not be offered to entities subject to sanctions imposed or enforced by the government of the United States of America, including the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, the United Nations Security Council, the European Union, the Minister of Internal Affairs and Administration, or other relevant sanctions authorities ("Sanctions"), and, in particular, Series M Shares

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE REFER TO THE LEGAL DISCLAIMERS AT THE END OF THIS DOCUMENT.

are not and will not be offered to entities with their registered office or place of residence in a country, region or territory subject to Sanctions, including, but not limited to, the Crimean region of Ukraine, the so-called Donetsk People's Republic, the so-called Luhansk People's Republic, Cuba, Iran, North Korea, Syria, Sudan, South Sudan, Russia, and Belarus, including those resulting from the provisions of Council Regulation (EU) No. 833/2014 of July 31, 2014, concerning restrictive measures in view of Russia's actions destabilizing the situation in Ukraine (as amended) and Council Regulation (EC) No. 765/2006 of May 18, 2006 concerning restrictive measures in view of the situation in Belarus and Belarus' participation in Russia's aggression against Ukraine (as amended).

This document only contains general information and does not take into account the investment objectives, financial situation, or specific needs of any particular person. It does not contain any recommendations regarding securities or advice on financial products. Before making an investment decision, investors should consider whether the information contained in this document is appropriate for their needs, objectives, and circumstances, and seek expert advice if necessary.

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE REFER TO THE LEGAL DISCLAIMERS AT THE END OF THIS DOCUMENT.

SUBSCRIPTION RULES

in connection with the issuance and offering by CI Games SE

of 38,165,000 series M ordinary bearer shares

with a nominal value of PLN 0.01 each

This document has been prepared by CI Games SE with its registered office in Warsaw (the "Company") to set out the detailed subscription rules (the "Subscription Rules") in connection with the public offering of 38,165,000 (thirty-eight million one hundred sixty-five thousand) series M ordinary bearer shares with a par value of PLN 0.01 each ("Series M Shares").

The Subscription Rules are for informational purposes only and the Company's sole purpose in making them available is to provide the most important information about the rules for subscribing for Series M Shares and the actions that will be taken by the Company or on its behalf in connection with subscribing for Series M Shares. The Subscription Rules do not in any way, directly or indirectly, promote subscribing for Series M Shares and are not promotional material prepared or published by the Company or any investment firm (including the Managers and their affiliates) for the purpose of promoting Series M Shares or their subscription, or encouraging, directly or indirectly, their purchase or acquisition. The Company has not published, and does not intend to publish after the date of the Subscription Rules, any materials intended to promote Series M Shares or their subscription. The Subscription Rules are also not a prospectus, information memorandum, or any other information or offering document required by law in connection with a public offering of securities or applying for their admission or introduction to trading on a regulated market.

The Subscription Rules are not subject to review or approval by the Polish Financial Supervision Authority or by any other public administration body.

Legal basis

The public offering of Series M shares of (the "Offering") will be conducted pursuant to resolution no. 1/03/2026 of 18 March 2026 of the Management Board of CI Games SE with its registered office in Warsaw increasing the Company's share capital within the limits of the authorized capital by issuing new series M ordinary bearer shares through a private placement, through a public offering, depriving the existing shareholders of the Company of all preemptive rights in relation to all series M, determining the method of setting the issue price of series M shares, applying for the admission and introduction of series M shares to trading on the regulated market operated by the Warsaw Stock Exchange, establishing the rules for offering, conducting the book-building process, subscription, and acquisition of series M shares, adopting a model agreement for the acquisition of series M shares (subscription agreement for series M shares), consent to the conclusion by CI Games SE of a placement agreement for the purposes of the offering and subscription of series M shares, and amendments to the Company's Statute ("Issuance Resolution"). The Issuance Resolution and the authorization contained in § 10a(1) of the Company's Articles of Association constitute the legal basis on which the Company will conduct the Offering and the subscription for Series M Shares. On 18 March 2026, the Company's Management

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE REFER TO THE LEGAL DISCLAIMERS AT THE END OF THIS DOCUMENT.

Board, acting on the basis of the authorization resulting from § 10a(1) of the Company's Articles of Association, adopted these Subscription Rules.

Conditions for participation in the Offering

The Offering will be addressed exclusively to:

1.1. no more than 149 (one hundred and forty-nine) addressees who are Eligible Investors (as defined in the Company's Articles of Association) indicated by the Company's Management Board, under the Priority Right (as defined in the Company's Articles of Association), by way of a private subscription within the meaning of Article 431 § 2(1) of the Commercial Companies Code, 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 June 14, 2017, on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (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, information memorandum or any other information document is required, who meet the conditions of Priority Rights established in the Company's Articles of Association, i.e.:

1.1.1. they were shareholders of the Company on the Priority Right Date (as defined in the Articles of Association, i.e. February 13, 2026); and
1.1.2. on the Priority Date, they held at least 250,000 (in words: two hundred and fifty thousand) shares in the Company.

1.2. pursuant to §10a(1)(L) of the Company's Articles of Association, to the extent that Series M Shares are not taken up by Eligible Investors under the Priority Right, Series M Shares will be offered to (a) qualified investors within the meaning of the Prospectus Regulation or (b) qualified investors within the meaning of the Prospectus Regulation, which forms part of English law under the European Union Withdrawal Act 2018 (the European Union (Withdrawal) Act 2018) or (c) investors acquiring securities with a total value of at least EUR 100,000 per investor, in respect of whom (in each case) there is no obligation to publish a prospectus in accordance with Article 1(4)(a) and/or Article 1(4)(d) and Article 1(5)(a) of the Prospectus Regulation ("Investors") exclusively outside the territory of the United States (offshore transactions) based on Regulation S issued pursuant to the U.S. Securities Act of 1933, as amended (U.S. Securities Act of 1933, as amended).

An Eligible Investor wishing to participate in the Offering should provide the relevant Manager, no later than by the end of the book-building process for Series M Shares, with a document confirming ownership of at least 250,000 (in words: two hundred and fifty thousand) shares in the Company, which may be a statement, certificate, or other document issued by the depository or by the investment firm maintaining the investor's securities account (in the case of holding shares of the Company in different investment firms, a document from each of them) (with ISIN codes) recorded on the account at the end of the Priority Right Date. It may also be information on the number of Company shares (with ISIN

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE REFER TO THE LEGAL DISCLAIMERS AT THE END OF THIS DOCUMENT.

codes) recorded on the investor's account at the end of the Priority Date, sent by the investment firm or depository maintaining the investor's securities account in the form of an e-mail directly to one of the Managers accepting the investor's declaration. It is also permissible to present other confirmation showing that the investor held the Company's shares registered in their account at the end of the Priority Date. The shareholding is determined individually for each shareholder, and for shareholders who are investment funds and pension funds, it may be determined collectively for all funds managed by the same investment fund company or pension fund company. In addition, an Eligible Investor should submit to the relevant Manager, no later than on the closing date of the book-building process, a declaration on subscribing for Series M Shares, containing, in particular, information on the number of Series M Shares that the investor is prepared to subscribe for at a specified issue price, but not lower than the minimum issue price specified in §10a(1)(b) of the Company's Articles of Association, and such declaration should be submitted as part of the book-building process for Series M Shares conducted by the Managers.

If an investor invited by the Manager to participate in the Offering is an investor who is not a qualified investor within the meaning of the Prospectus Regulation (in particular a natural person), the Manager may require: (i) at the time of submitting the declaration to subscribe for Series M Shares, the investor to have funds in the amount corresponding to the value of the Series M Shares for which the investor plans to submit a declaration in the investor's investment account maintained by that Manager, (ii) that these funds be blocked until the investor signs the Share Subscription Agreement, and (iii) that an instruction be given to transfer funds from the investor's investment account to the Issuance Account in the amount resulting from the Share Subscription Agreement signed by the investor.

If the Offering is successful, the Company intends to apply for admission and introduction of all Series M Shares to trading on the regulated market operated by the Warsaw Stock Exchange (Gielda Papierów Wartosciowych w Warszawie S.A., "WSE"), on which the Company's existing shares are listed ("Introduction").

The Offering and the Introduction do not require the Company to publish a prospectus, information memorandum, or any other information or offering document within the meaning of the relevant provisions of law.

In selecting investors to whom offers to subscribe for Series M Shares will be made, the process of building a book of demand for Series M Shares will be taken into account.

IPOPEMA Securities S.A. and Dom Maklerski INC S.A. act as managers and joint bookrunners in connection with the Offering and subscription for Series M Shares. IPOPEMA Securities S.A. also acts as the Settlement Agent.

Pursuant to the Issuance Resolution, the issuance of Series M Shares will be carried out with the existing shareholders of the Company being deprived of their preemptive rights in their entirety.

Pursuant to the provisions of the Issuance Resolution, the Company's management board is authorized to decide to withdraw from the Offering. If such a decision is made, the Company will publish information about the withdrawal from the Offering in the form of a current report.

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE REFER TO THE LEGAL DISCLAIMERS AT THE END OF THIS DOCUMENT.

Building the order book

The book-building process will commence immediately after the publication of this material and will be conducted on an accelerated basis, in accordance with the rules described below. The book-building process is expected to be completed on or about 18 March 2026 and the exact time will be communicated directly by the Managers.

In order to participate in the book-building process, each invited investor should conclude (unless they are already a party to such an agreement) an appropriate agreement for the acceptance and transmission of orders with the Manager to whom they intend to submit their declarations.

Subject to the following paragraphs, each Eligible Investor who, in the book-building process, submits a declaration or declarations to subscribe for Series M Shares at a price not lower than the issue price determined in the book-building process (the "Issue price") shall have the Priority Right (as defined in the Articles of Association) to subscribe for Series M Shares in a number corresponding to the product of: (i) the ratio of the number of shares in the Company held by a given Eligible Investor covered by the Priority Right on the Priority Right Date specified in the relevant confirming document to the number of all existing shares in the Company on the Priority Right Date, and (ii) the final number of Series M Shares offered, as determined by the Company's Management Board, whereby if the number of Series M Shares thus determined is not a whole number, it shall be rounded down to the nearest whole number.

If an Eligible Investor submits a declaration to acquire Series M Shares in a number equal to or less than that resulting from the Priority Right, then such Eligible Investor will be offered the opportunity to acquire Series M Shares in the number resulting from their declaration.

The Priority Right granted to an investor that is a fund may also be exercised by another fund managed by the same pension fund/investment fund company.

The Company's Management Board will be entitled to offer Series M Shares that have not been initially allocated in accordance with the rules set out in the above paragraphs to other entities entitled to participate in the Offering on the terms set out in § 2(2)(2.2)(2.2.2) of the Issuance Resolution.

Preliminary allocation

Eligible Investors who participated in the book-building process for Series M Shares are entitled to priority subscription for Series M Shares on the terms specified in the Company's Articles of Association, with Series M Shares being preliminarily allocated in the book-building process according to the following rules: (i) each Eligible Investor who, in the book-building process, submitted a declaration on subscribing for Series M Shares at a price not lower than the issue price will be initially allocated Series M Shares to which they are entitled under the Priority Right; secondly (ii), the Management Board may, at its discretion and after consultation with the Managers, provisionally

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE REFER TO THE LEGAL DISCLAIMERS AT THE END OF THIS DOCUMENT.

allocate Series M Shares for which Eligible Investors have not submitted declarations under their Priority Rights to Investors who are eligible to participate in the Offering on the terms specified in 1.2 point above section "Conditions for participation in the Offering".

Acquisition of Series M Shares

After the Company has publicly announced the total number of Series M Shares that will be offered for subscription to investors by the Company, the Company will enter into agreements with investors or Managers acting on behalf of those investors to whom Series M Shares have been preliminarily allocated, for the subscription of Series M Shares (Series M Share subscription agreements) ("Share Subscription Agreement"). The content of the Share Subscription Agreement prepared by the Company is not subject to negotiation.

Payment of the total issue price for Series M Shares (the product of the number of Series M Shares and the Issue Price) covered by the Share Subscription Agreement concluded by a given investor or the Manager acting on behalf of a given investor shall be made by way of a transfer of funds to the account specified in the Share Subscription Agreement ("Issuance Account"). Payment shall be made within the time limit specified in the Share Subscription Agreement. The moment of payment shall be deemed to be the moment when the Issuance Account is credited with the entire amount of the total issue price for Series M Shares covered by the Share Subscription Agreement concluded by a given investor or the Manager acting on behalf of a given investor.

It is anticipated that the Share Subscription Agreements will be concluded by investors or Managers acting on behalf of investors, and that payment for the Series M Shares will be remitted to the Issuance Account by 26 March 2026 at 4:00 p.m. Polish time.

The proceeds from the issuance of Series M Shares will be transferred by the Managers to the Company after the registration of the increase in the Company's share capital through the issuance of Series M Shares by the competent registry court.

Within the limits permitted by applicable law and by the Issuance Resolution, the Company reserves the right to change any of the dates relating to the Offering and the Introduction.

Immediately after the closing of the subscription and payment for Series M Shares, the Company's Management Board will submit an application to the registry court for registration of the increase in the Company's share capital. Immediately after the registry court registers the increase in the Company's share capital through the issuance of Series M Shares, the Company's Management Board will take steps to register the Series M Shares acquired under the Offering in the depository maintained by the National Depository for Securities (KDPW). The Company intends to apply for the introduction of all Series M Shares acquired under the Offering to trading on the regulated market operated by the WSE.

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Legal disclaimer

SUBSCRIPTION RULES

Legal basis

Building the order book

Preliminary allocation

Acquisition of Series M Shares

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5562_rns_2026-03-18_dd450c94-afe2-4040-a950-75df7a2e7625.pdf

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SUBSCRIPTION RULES

Legal basis

Building the order book

Preliminary allocation

Acquisition of Series M Shares

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