Current report number: 35/2022
Date: 28 December 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 23 December 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 Management 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:
(1) Draft Resolution on Conversion, which will be submitted for adoption to the General Meeting
of the Company,
(2) Draft Statutes of the Converted Company,
(3) 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,
(4) 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,
(5) 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 29 December 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).
The Management Board:
Marek Tymiński – President of the Management Board
David Broderick – Vice-President of the Management Board
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.
Attachments:
Draft Resolution Attachment no 1 to Draft Terms of Conversion
Statutes of CI Games SE Attachment no 2 to Draft Terms of Conversion
Valuation of assets_Attachment 3 to Terms of Conversion
Management Board Report Attachment no 4 to Draft Terms of Conversion
