Eneida Games Spolka Akcyjna

M&A Activity • Jun 30, 2021

VividGames S.A. Management Board with its seat in Bydgoszcz (hereinafterreferred to as the "Issuer", "Company") pursuant to Art. 504 of theCommercial Companies Code (hereinafter "k.s.h."), notifies for the firsttime about the intention to merge the Issuer with the subsidiary QUASUlimited liability company with its registered office in Bydgoszcz, KRS0000817587 (hereinafter referred to as the "Acquired Company").

Mergerplan of the above-mentioned Companies (hereinafter referred to as the"Merger Plan") was adopted on June 29, 2021 and pursuant to Art. 500 § 2(1) of the Commercial Companies Code was made available by the Issuer onits website at: [https://vividgames.com/ir/polaczenie-spolek]from June 30, 2021 until the end of the General Meeting of Shareholdersof the Issuer, at which a resolution is to be adopted on the merger ofthe Issuer with the Acquired Company and consent to the Merger Plan. TheIssuer also informs that the Issuer's shareholders may read thedocuments referred to in Art. 505 § 1 of the Commercial Companies Code,including the Merger Plan at the Issuer's premises at ul. Ogińskiego 2,85-092 Bydgoszcz from the date of this publication to the end of theGeneral Meeting of Shareholders of the Issuer at which a resolution isto be adopted on the merger of the Issuer with the Acquired Company andconsent to the Merger Plan. The documents referred to in Art. 505 § 1 ofthe Commercial Companies Code are also available on the Issuer'swebsite, pursuant to Art. 505 § 3 (1) of the Commercial Companies Codeas attachments to the merger plan.

Themerger of the companies will take place in the manner specified in art.492 § 1 point 1) of the Commercial Companies Code ("k.s.h."), i.e. bytransferring all the assets of the Acquired Company to the Issuer(merger by acquisition).

Dueto the fact that the Issuer is the only shareholder of the AcquiredCompany, owning 100% of the share capital and votes at the shareholders'meeting of the Acquired Company, and thus the Acquired Company is asole-shareholder subsidiary of the Issuer, the merger will be carriedout in a simplified manner, in accordance with Art. 516 § 6 of theCommercial Companies Code. In connection with the above: (1) themanagement boards of the merging Companies will not prepare a writtenreport referred to in Art. 501 k.s.h., (2) no audit of the Merger Planwill be carried out by an expert in terms of correctness and reliabilityreferred to in Art. 502 and 503 of the Commercial Companies Code. Due tothe fact that the Issuer owns all the shares of the Acquired Company,the merger will take place without the need to amend the Issuer'sArticles of Association and without increasing the Issuer's sharecapital, in accordance with Art. 515 § 1 of the Commercial CompaniesCode.

Ina separate report, the Issuer will notify about the date of the GeneralMeeting of Shareholders at which a resolution is to be adopted on themerger of the Issuer with the Acquired Company and consent to the MergerPlan.

Attachedto this report, the Issuer provides the Merger Plan agreed and signed bythe Management Boards of the Companies on June 29, 2021, prepared inaccordance with Art. 499 § 1 of the Commercial Companies Code along withthe attached documents referred to in art. 499 § 2 of the CommercialCompanies Code

Disclaimer:This English translation has been prepared solely for the convenience ofEnglish-speaking readers. Despite all the efforts devoted to thistranslation, certain discrepancies, omissions or approximations mayexist. In case of any differences between the Polish and the Englishversions, the Polish version shall prevail. Vivid Games S.A., itsrepresentatives and employees decline all responsibility in this regard.