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31/2022 “Information on current status of the conversion of CI Games, S.A. into SE procedure”

By 12 September 2022No Comments

Current report number: 31/2022

Date: 12 September 2022

Legal basis: Art. 17 section 1 of MAR – inside information


Subject: Information on current status of the conversion of CI Games, S.A. into SE procedure


The Management Board of CI Games, S.A. with its registered office in Warsaw (the “Company”), with reference to the Company’s current reports: No. 18/2022 of 28 July 2022, No. 19/2022 of 4 August 2022, No. 26/2022 of 5 September 2022, No. 28/2022 of 5 September 2022 and No. 29/2022 of 5 September 2022, informs that the Company continues the process of conversion into a European Company (SE), in accordance with the assumptions previously provided by the Company, referred to, among others, in the above-mentioned current reports and in the documents prepared for the purposes of conversion into an SE published by the Company so far.


For the avoidance of any doubts, the Management Board of the Company also explains that, according to the information obtained from the Company’s legal advisor selected for the purposes of the conversion process into SE, the obstacle to the proceedings by the Extraordinary General Meeting of the Company on September 5, 2022 of draft resolutions regarding the said conversion into an SE was only a delay occurring in the proceedings pending in the Company’s registry court, i.e. the District Court for the Capital City of Warsaw in Warsaw 13th Commercial Division, on the appointment of a statutory auditor for the purpose of conversion of the Company into an SE. Moreover, as at 12 September 2022, the said decision of the court on the appointment of an auditor (i.e. the consent of the registry court to the statutory auditor proposed by the Company) who will issue an opinion on the Company’s assets for the purposes of the Company’s conversion into an SE has not been issued.


The state of waiting for the issuance of the said decision persists despite the Company performed all actions required by law and acts of due diligence in order to issue such a decision until the end of August 2022 – about which the Company’s Shareholders were fully informed during the Extraordinary General Meeting of the Company on September 5, 2022. Due to this circumstance, at the Extraordinary General Meeting of the Company held on September 5, 2022, it was proposed to order a break in its deliberations pursuant to Article 408 paragraph 2 of the Commercial Companies Code, which, however, was not approved by the minority shareholders of the Company.


The Company expects approval by the Company’s registry court for the selection of a statutory auditor in the nearest future.


The above information was considered confidential due to its importance for the procedure of conversion of the Company into an SE, which is currently one of the strategic processes for the Company and its Shareholders.


Legal basis: Article 17 Section 1 in connection with article 7 Section 1 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on Market Abuse (MAR).

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.