Current report 14/2026
Date of preparation: 18 March 2026
Subject: Completion of the accelerated book-building process as part of the public offering of new series M bearer shares of the Company. Determination of the issue price of series M shares of the Company. Conclusion of a price supplement to the placement agreement.
Legal basis: Art. 17(1) MAR – confidential information.
THIS MATERIAL AND THE INFORMATION CONTAINED HEREIN ARE SUBJECT TO RESTRICTIONS AND ARE NOT INTENDED FOR PUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE TERRITORY OF THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR OF OTHER COUNTRIES WHERE SUCH PUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION WOULD BE UNLAWFUL. THIS MATERIAL DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE REFER TO THE LEGAL DISCLAIMERS AT THE END OF THIS MATERIAL.
The Management Board of CI Games SE with its registered office in Warsaw (the “Issuer,” “Company”), with reference to current report No. 13/2026 of 18 March, 2026 (the “ABB Commencement Report”) issued by the Company, announces the completion of the accelerated book-building process (the “Book-Building Process”) for the Company’s new series M bearer shares (“Series M Shares”), issued pursuant to CI Games SE Management Board resolution No. 1/03/2026 of 18 March 2026 on increasing the Company’s share capital within the limits of the authorized capital by issuing new series M ordinary bearer shares through a private placement, through a public offering, depriving the existing shareholders of the Company of all preemptive rights in relation to all series M, determining the method of setting the issue price of series M shares, applying for the admission and introduction of series M shares to trading on the regulated market operated by the Warsaw Stock Exchange, establishing the rules for offering, conducting the book-building process, subscription, and acquisition of series M shares, adopting a model agreement for the acquisition of series M shares (subscription agreement for series M shares), consent to the conclusion by CI Games SE of a placement agreement for the purposes of the offering and subscription of series M shares, and amendments to the Company’s Statute (the “Issuance Resolution”).
After the completion of the Book Building Process on 18 March 2026, and taking into account its results, the Company’s Management Board adopted Resolution No. 2/03/2026 of 18 March 2026 on determining the issue price and the final number of Series M Shares to be issued by the Company in connection with the increase in the share capital within the authorised capital, the conclusion of a price supplement to the placement agreement and the adoption of a preliminary list of subscribers (the “Price Resolution”).
The Supervisory Board of the Company, pursuant to Article 446 § 2 of the Act of 15 September 2000 – the Commercial Companies Code, in conjunction with Article 5 and Article 9(1)(c)(ii) of Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European Company (SE), expressed in Resolution No. 2026/03/04 of 18 March 2026, its consent to the issue price of Series M Shares determined by the Company’s Management Board and the final number of Series M Shares offered, as specified in the Price Resolution.
As a result of the Book Building Process:
the issue price of one Series M Share was set at PLN 2.50 (the “Issue Price”), and the total number of Series M Shares offered by the Company was set at 28,000,000.
In connection with the completion of the Book-Building Process, in accordance with the Issuance Resolution in connection with the Price Resolution, the Company, on the terms specified in § 10a(1) of the Company’s Articles of Association, the Issuance Resolution and the Subscription Rules (as defined in the ABB Commencement Report), made an offer to investors to subscribe for a total of 28,000,000 Series M Shares at the Issue Price.
Today, the Company, acting connection with the adoption of the Price Resolution and in performance of the provisions of the Placement Agreement (as defined in the ABB Commencement Report), concluded a price supplement to the Placement Agreement with the Managers (as defined in the ABB Commencement Report), which indicates that as part of the public offering of Series M Shares, the Company will offer investors a total of 28,000,000 Series M Shares at the Issue price.
LEGAL DISCLAIMERS
This current report has been prepared in accordance with the requirements of Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, and Article 56(1)(2) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies.
This current report is for informational purposes only and constitutes the fulfillment of the disclosure obligations to which the Company is subject as a public company whose shares are admitted to and traded on the regulated market operated by the WSE and (i) is not made available for the purpose of promoting, directly or indirectly, the acquisition or subscription of the Company’s securities or encouraging, directly or indirectly, their acquisition or subscription, and (ii) does not constitute advertising or promotional material prepared or published by the Company for the purpose of promoting the Company’s securities, their subscription, purchase or offer, or for the purpose of encouraging investors, directly or indirectly, to acquire or subscribe for such securities.
This current report is not an advertisement within the meaning of Article 22 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.
This current report and the information contained herein are not intended for publication, announcement or distribution, directly or indirectly, in the territory of or to the United States of America, Australia, Canada, Japan, South Africa or in other countries where the public dissemination of the information contained in this current report may be subject to restrictions or prohibited by law. The securities referred to in this current report have not been and will not be registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act of 1933, as amended) and may not be offered or sold in the United States of America, except in transactions not subject to the registration requirements of the U.S. Securities Act or pursuant to an exemption
from such registration requirements. This current report does not constitute an invitation to underwrite, subscribe for, or otherwise acquire or sell any securities in any jurisdiction.
This current report and the terms described herein may not form the basis for any action by persons other than Eligible Investors or Investors. Any investments or investment activities referred to in this current report and the terms and conditions described therein are only relevant to Eligible Investors or Investors. The Managers, apart from any obligations and liabilities that may be imposed on the Managers under applicable law, its affiliates or representatives shall not be liable and shall not make any representations or warranties, express or implied, as to the accuracy or completeness of this current report.
In particular, the Managers shall not be liable to anyone other than the Company in the context of providing protection to their clients or providing advice on the Series M Shares offering to entities other than the Company.
The distribution of information about the Series M Shares offering, including this current report, may be restricted by law in certain jurisdictions. Neither the Company nor its affiliates have taken any action that could or is intended to enable the Series M Shares offering to be conducted in any jurisdiction, or to cause any offer or advertising material relating to Series M Shares, including this current report, to be held or distributed in any jurisdiction where action is required for that purpose.
This current report does not identify or suggest, nor is it intended to identify or suggest, any risks (direct or indirect) that may be associated with an investment in Series M Shares. Any investment decisions regarding the subscription or purchase of Series M Shares in the offering of such shares must be made solely on the basis of publicly available information that has not been independently verified by the Managers.
This current report does not constitute a recommendation regarding an investor’s decision regarding the offering of Series M Shares. Each investor or potential investor should conduct their own research, analysis, and evaluation of publicly available information, including that described in this current report.
