Current report number: 22/2023
Date: 9 June 2023
Legal basis: Article 17 .1 of MAR – Confidential Information.
Subject: Shareholder’s request to include certain matters in the agenda of the Ordinary General Meeting of CI Games SE and submitted draft resolutions
The Management Board of Cl Games SE with its registered office in Warsaw the “Company” informs that on 8th June 2023 the Company has entered into agreement for distribution of the game “Lords of theFallen” “LOTF” with U&I Entertainment LLC, a Delaware limited liability company located in Minnetonka, Minnesota. “U&I””Agreement”.
U&I will distribute LOTF in physical format across all North & South American territories including the United States, Canada, Mexico & Latin American.
a: appointment of a Member of the Supervisory Board of CI Games SE,
b: establishing an incentive program addressed to key employees and associates of the CI Games Capital Group,including Members of the Management Board of CI Games SE,
c: issue of series D subscription warrants with the right to subscribe for series K shares with the exclusion of the pre-emptive rights of the existing shareholders, conditional increase of the Company’s share capital with the exclusion of the pre-emptive rights of the existing shareholders, amendment of the Company’s Articles of Association and consent to registration of series D subscription warrants and series K shares in the National Depository for Securities and applying for admission and introduction of series K shares to trading on the market regulated by the Warsaw Stock Exchange,
d: issue of convertible bonds, deprivation of the Company’s shareholders’ pre-emptive rights to series F convertible bonds, conditional increase of the Company’s share capital, deprivation of the pre-emptive right of series L shares in full and amendment of the Company’s Articles of Association.
In connection with the Request, the agenda of the Annual General Meeting of the Company convened for June 29, 2023, after supplementing the above-mentioned matters, is as follows:
1: Opening of the Annual General Meeting,
2: Election of the Chairman of the Annual General Meeting,
3: Confirmation of the correctness of convening
the Annual General Meeting and its ability to adopt binding resolutions,
4: Adoption of the agenda,
5: Consideration of the report of the Management Board of CI Games SE on the activities of CI Games SE for 2022, consideration of the financial statements of CI Games SE for the year ended 31 December 2022 and the Management Board’s motion regarding the disposal of the profit generated by CI Games SE in 2022,
6: Consideration of the report of the Management
Board of CI Games SE on the activities of the CI Games Capital Group for 2022 and the consolidated financial statements of the CI Games Capital Group for the year ended December 31, 2022,
7: Consideration of the report of the Supervisory Board of CI Games SE containing the results of the evaluation of: the financial statements of CI Games SE for the year ended 31 December 2022,
the Management Board’s report on the activities of CI Games SE for 2022, the Management Board’s motion regarding the disposal of the profit generated by CI Games SE in 2022 and the report on the activities of the Supervisory Board as a body of CI Games SE in 2022,
8: Consideration of the report of the Supervisory Board of CI Games SE on the remuneration of Members of the Management Board and Supervisory Board of CI Games SE for the financial year 2022 together with the report of an independent statutory auditor regarding this report,
9: Adoption of resolutions on:
a: approving the report of the Management Board of CI Games SE on the activities of CI Games SE for 2022
b: approval of the financial statements of CI Games SE for the year ended 31 December 2022,
c: approval of the report of the Management Board of CI Games SE on the activities of the CI Games Capital Group for 2022,
d: approval of the consolidated financial statements of the CI Games Capital Group for the year ended 31 December 2022
e: approving the report of the Supervisory Board of CI Games SE on its activities for 2022
f: regulation of the profit generated by CI Games SE in 2022
g: granting discharge to the Members of the Management Board of CI Games SE for the performance of their duties in 2022
h: granting discharge to the Members of the Supervisory Board of CI Games SE for the performance of their duties in 2022
i: express an opinion on the report of the Supervisory Board of CI Games SE on the remuneration of Members of the Management Board and Supervisory Board of CI Games SE for the financial year 2022
j: appointment of a Member of the Supervisory Board of CI Games SE,
k: establishing an incentive program addressed to key employees and associates of the CI
Games Capital Group, including Members of the Management Board of CI Games SE,
l: issue of series D subscription warrants with the right to subscribe for series K shares with the exclusion of the pre-emptive rights of the existing shareholders, conditional increase of the Company’s share capital with the exclusion of the pre-emptive rights of existing shareholders, amendment of the Company’s Articles of Association and consent to registration of series D subscription warrants and series K shares in the National Depository for Securities and applying for admission and introduction of series K shares to trading on the market regulated by the Warsaw Stock Exchange,
m: issue of convertible bonds, deprivation of the Company’s shareholders’ pre-emptive rights to series F convertible bonds, conditional increase of the Company’s share capital, deprivation of the pre-emptive right of the Company’s shareholders of series L shares in their entirety and amendments to the Company’s Articles of Association,
10: Free motions
11: Closing of the Annual General Meeting.
In connection with the Request, the above-mentioned shareholder also presented draft relevant resolutions of the Ordinary General Meeting of the Company with respect to the added sub-items of the agenda, the content of which is attached to this report.
Detailed legal basis: 19 1.3 and 4 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information published by issuers of securities and conditions
for recognizing as equivalent information required by the laws of a non-member state Journal of Laws of 2018, item 757.
CI Games SE Management Board:
Marek Tymiński – President of the Management Board
David Broderick – Vice President of the Management Board
Attachments:
