Current report number: 19/2022
Date: 4 August 2022
Legal basis: Other regulations
Subject: First notification of shareholders about the intention to transform the company CI Games Spółka Akcyjna with its registered office in Warsaw into a European Company (SE)
The Management Board of CI Games, S.A. with its registered office in Warsaw (the “Company” or the “Company to be Converted“), acting pursuant to Article 560 § 1 of the Commercial Companies Code in conjunction with Article 21(1) of the Act of 4 March 2005 on the European Economic Interest Grouping and the European Company (Journal of Laws of 2022, item 259, as amended; the “Act“), notifies shareholders of the intention to convert the Company into a European Company (SE) (the “Converted Company“), which will take place pursuant to Article 552 et seq. of the Commercial Companies Code in conjunction with Article 21(1) of the Act and pursuant to Article 2(4) and Article 37 of Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European Company (SE) (Journal of Laws of the European Union L No. 294, p. 1, as amended; the “Regulation“), i.e. by transforming a Polish public limited company that has had a subsidiary under the law of another Member State of the European Union for at least two years into a European public limited company (the “Conversion“).
Pursuant to Articles 552 and 553 of the Commercial Companies Code in conjunction with Article 21(1) of the Act, on the date of entry of the Conversion into the Register of Entrepreneurs of the National Court Register by the registry court competent for the Registered Office of the Company (the “Conversion Date“), the Converted Company will be entitled to all rights and obligations of the Company to be Converted, and all assets and liabilities of the Company will become assets and liabilities of the Converted Company (upon continuation principle). In particular, the Converted Company will remain the subject of permits, concessions and reliefs that were granted to the Company before the Conversion, unless the Act or the decision to grant a permit, concession or relief provides otherwise. On the Conversion Date, the shareholders of the Company to be Converted will automatically become, by virtue of the Act, shareholders of the Converted Company.
On 4 August 2022, the Management Board of the Company has drawn up the Draft Terms of the Conversion of the Company, which will be submitted to the General Meeting of the Company for approval (the “Draft Terms of Conversion“).
Pursuant to Article 37(7) of the Regulation, the Conversion requires a resolution of the General Meeting of the Company. In accordance with the Draft Terms of Conversion, the General Meeting of the Company will be submitted to adopt a resolution on the Conversion, including a resolution regarding the approval of the Draft Terms of Conversion, determining the text of the Statutes of the Converted Company (consent to the wording of the Statutes of the Converted Company) and appointing members of the Administrative Board of the Converted Company (the “Resolution on Conversion“). In order to adopt the Resolution on Conversion, the Management Board of the Company will convene the General Meeting in the manner provided for in the provisions of the Commercial Companies Code and the Company’s Statutes.
The Draft Terms of Conversion and other documents published by the Company in connection with the Conversion, including:
- Draft Resolution on Conversion, which will be submitted for adoption to the General Meeting of the Company;
- Draft Statutes of the Converted Company;
- Valuation of assets (assets and liabilities) of the Company to be Converted, referred to in Article 558 § 2 point 3 of the Commercial Companies Code in conjunction with Article 21(1) of the Act;
- Report of the Management Board of the Company explaining and justifying the legal and economic aspects of the Conversion and indicating the implications for the Company’s shareholders and for the Company’s employees of the adoption of the form of an SE, referred to in Article 37(4) of the Regulation;
- Auditor’s opinion referred to in Article 37(6) of the Regulation,
– will be available continuously (in an electronic version, with the possibility of printing them) until the end of the General Meeting adopting the Resolution on Conversion on the Company’s website in the “Investor Relations” section, in the “Transformation of the Company” tab, at the address https://www.cigames.com/en/investor-relations/61893-2/. Shareholders may also consult the documents relating to the Conversion from 5 August 2022 at the Company’s registered office, at Rondo Ignacego Daszyńskiego 2B in Warsaw (The Warsaw Hub).
This notification is the first notification of the Company’s shareholders within the meaning of Article 560 § 1 of the Commercial Companies Code in conjunction with Article 21(1) of the Act.
This current report was prepared on the basis of art. 560 § 1 of the Act of 15 September 2000 – Commercial Companies Code (Journal of Laws of 2022, item 1467, as amended) in conjunction with Article 21(1) of the Act of 4 March 2005 on the European economic interest grouping and the European company (Journal of Laws of 2022, item 259, as amended).
Disclaimer: This English language translation may contain certain discrepancies. In case of any differences between the Polish and the English versions, the Polish version shall prevail.
The Management Board:
Marek Tymiński – President of the Management Board
David Broderick – Vice-President of the Management Board
Attachments:
Draft Resolution Attachment no 1 to Draft Terms of Conversion
Statutes of CI Games SE Attachment no 2 to Draft Terms of Conversion
Wycena Załącznik numer 3 do Planu Przekształcenia
Management Board Report Attachment no 4 to Draft Terms of Conversion
