Vivid Games S.A. — M&A Activity 2021

Sep 1, 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 thesecond time about the intention to merge the Issuer with the subsidiaryQUASU limited liability company with its registered office in Bydgoszcz,KRS 0000817587 (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 June30, 2021 until the end of the General Meeting of Shareholders of theIssuer, at which a resolution is to be adopted on the merger of theIssuer 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 publication of the first notificationon merger until the end of the General Meeting of Shareholders of theIssuer at which a resolution is to be adopted on the merger of theIssuer with the Acquired Company and consent to the Merger Plan. Thedocuments referred to in Art. 505 § 1 of the Commercial Companies Codeare also available on the Issuer's website, pursuant to Art. 505 § 3 (1)of the Commercial Companies Code as 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.

Theresolution on the merger of the Issuer and the Acquired Company andconsent to the Merger Plan shall be adopted during the ExtraordinaryGeneral Meeting of the Company held on September 27th 2021.

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.